-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2ZS8mUux4zRXZLG6f5ua/EcBdjaMDV+rvtPjZ4a2DFZCKV2kw+06/8bZyUbrejf xpZAOyan8Uv9x2uaTzFqRA== 0000950103-98-000375.txt : 19980408 0000950103-98-000375.hdr.sgml : 19980408 ACCESSION NUMBER: 0000950103-98-000375 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19980407 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABERCROMBIE & FITCH CO /DE/ CENTRAL INDEX KEY: 0001018840 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 311469076 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-46423 FILM NUMBER: 98589270 BUSINESS ADDRESS: STREET 1: FOUR LIMITED PARKWAY CITY: REYNOLDSBURG STATE: OH ZIP: 43068 BUSINESS PHONE: 6144797101 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43230 S-4/A 1 As filed with the Securities and Exchange Commission on April 7, 1998 Registration No. 333-46423 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ABERCROMBIE & FITCH CO. (Exact name of Registrant as specified in its charter) Delaware 5651 31-1469076 - ------------------------------ ------------------------- ------------------- (State or jurisdiction (Primary Standard (I.R.S. Employer of incorporation Industrial Classification Identification No.) or organization) Code Number) Four Limited Parkway East Reynoldsburg, OH 43068 (614) 577-6500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Seth R. Johnson Four Limited Parkway East Reynoldsburg, OH 43068 (614) 577-6500 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- COPIES TO: David L. Caplan, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As promptly as practicable after this Registration Statement becomes effective and the other conditions to the commencement of the Exchange Offer described herein have been satisfied or waived. If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ============================================================================== EXPLANATORY NOTE This Amendment No. 2 to the Form S-4 Registration Statement is a Part II filing solely to file exhibits. Accordingly, an Offering Circular-Prospectus has been omitted. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 20. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorneys' fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. In accordance with the DGCL, A&F's Certificate of Incorporation contains a provision to limit the personal liability of the directors of A&F for violations of their fiduciary duty. This provision eliminates each director's liability to A&F or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to A&F or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. Article V of A&F's Bylaws provides for indemnification of the officers and directors of A&F to the full extent permitted by applicable law. Item 21. Exhibits and Financial Statement Schedules. 5.1 Form of Opinion of Davis Polk & Wardwell regarding the legality of the securities being registered. 8.1 Form of Opinion of Davis Polk & Wardwell regarding certain tax matters.** 10.1 Form of Tax Disaffiliation Agreement between The Limited, Inc. and Abercrombie & Fitch Co. 10.2 Services Agreement by and between Abercrombie & Fitch Co. and The Limited, Inc. dated September 27, 1996, incorporated by reference to Exhibit 10.2 to the A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 10.3 Form of Amended and Restated Services Agreement 10.4 Shared Facilities Agreement, dated September 27, 1996, by and between Abercrombie & Fitch Co. and The Limited, Inc., incorporated by reference to Exhibit 10.3 to A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 10.5 Sublease Agreement by and between Victoria's Secret Stores, Inc. and Abercrombie & Fitch Co., Inc., dated June 1, 1995, incorporated by reference to Exhibit 10.3 to A&F's Registration Statement on Form S-1 (Registration No. 333-8231)* 10.6 Amendment No. 1 to the Sublease Agreement 10.7 Corporate Agreement by and between Abercrombie & Fitch Co. and The Limited, Inc., dated October 1, 1996, incorporated by reference to Exhibit 10.5 to A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 23.1 Consent of independent accountants with respect to The Limited, Inc. 23.2 Consent of independent accountants with respect to Abercrombie & Fitch Co. 24.1 Powers of Attorney* 99.01 Letter of Transmittal 99.02 Notice of Guaranteed Delivery 99.03 Letter from the Dealer Managers to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99.04 Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees 99.05 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in the Letter of Transmittal filed as Exhibit 99.01 hereto) 99.06 Letter to Participants in the Savings and Retirement Plan of The Limited, Inc. 99.07 Notice to Participants in the Savings and Retirement Plan of The Limited, Inc. 99.08 Questions and Answers on Savings and Retirement Plan Tender Rights and Procedures 99.09 Notice to Participants in the Stock Purchase Plan of The Limited, Inc. 99.10 Consent of Mr. George Foos to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.11 Consent of Mr. John A. Golden to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.12 Consent of Mr. Seth R. Johnson to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.13 Consent of Mr. John W. Kessler to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.14 Consent of Mr. Sam N. Shahid, Jr. to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.15 Consent of Mr. Douglas L. Williams to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* - ------------ * Previously filed. ** To be filed by amendment. Item 22. Undertakings. In so far as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned Registrant hereby further undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of or included in the registration statement when it became effective. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide thereof. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED PERSON, THEREUNTO DULY AUTHORIZED, IN THE CITY OF REYNOLDSBURG, STATE OF OHIO, ON APRIL 7, 1998. ABERCROMBIE & FITCH CO. By: /s/ Kenneth B. Gilman ------------------------------------ Name: Kenneth B. Gilman Title: Vice Chairman of the Board of Directors PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON APRIL 7, 1998. Signature Title --------- ----- * Chairman of the Board of Directors - ---------------------------- Leslie H. Wexner /s/ Kenneth B. Gilman Vice Chairman of the Board of Directors - ---------------------------- Kenneth B. Gilman * Chief Executive Officer, President and - ---------------------------- Director (Principal Executive Officer) Michael S. Jeffries * Vice President and Chief Financial Officer - ---------------------------- (Principal Financial and Accounting Seth R. Johnson Officer) * Director - ---------------------------- Roger D. Blackwell * Director - ---------------------------- E. Gordon Gee * Director - ---------------------------- Donald B. Shackelford *By: /s/ Kenneth B. Gilman ------------------------ Kenneth B. Gilman as Attorney-in-Fact EXHIBIT INDEX Exhibit No. Description Page No. ----------- ----------- -------- 5.1 Form of Opinion of Davis Polk & Wardwell regarding the legality of the securities being registered. 8.1 Form of Opinion of Davis Polk & Wardwell regarding certain tax matters.** 10.1 Form of Tax Disaffiliation Agreement between The Limited, Inc. and Abercrombie & Fitch Co. 10.2 Services Agreement by and between Abercrombie & Fitch Co. and The Limited, Inc. dated September 27, 1996, incorporated by reference to Exhibit 10.2 to the A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 10.3 Form of Amended and Restated Services Agreement 10.4 Shared Facilities Agreement, dated September 27, 1996, by and between Abercrombie & Fitch Co. and The Limited, Inc., incorporated by reference to Exhibit 10.3 to A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 10.5 Sublease Agreement by and between Victoria's Secret Stores, Inc. and Abercrombie & Fitch Co., Inc., dated June 1, 1995, incorporated by reference to Exhibit 10.3 to A&F's Registration Statement on Form S-1 (Registration No. 333-8231)* 10.6 Amendment No. 1 to the Sublease Agreement 10.7 Corporate Agreement by and between Abercrombie & Fitch Co. and The Limited, Inc., dated October 1, 1996, incorporated by reference to Exhibit 10.5 to A&F's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996* 23.1 Consent of independent accountants with respect to The Limited, Inc. 23.2 Consent of independent accountants with respect to Abercrombie & Fitch Co. 24.1 Powers of Attorney* 99.01 Letter of Transmittal 99.02 Notice of Guaranteed Delivery 99.03 Letter from the Dealer Managers to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99.04 Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees 99.05 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in the Letter of Transmittal filed as Exhibit 99.01 hereto) 99.06 Letter to Participants in the Savings and Retirement Plan of The Limited, Inc. 99.07 Notice to Participants in the Savings and Retirement Plan of The Limited, Inc. 99.08 Questions and Answers on Savings and Retirement Plan Tender Rights and Procedures 99.09 Notice to Participants in the Stock Purchase Plan of The Limited, Inc. 99.10 Consent of Mr. George Foos to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.11 Consent of Mr. John A. Golden to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.12 Consent of Mr. Seth R. Johnson to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.13 Consent of Mr. John W. Kessler to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.14 Consent of Mr. Sam N. Shahid, Jr. to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* 99.15 Consent of Mr. Douglas L. Williams to be named as a future director of Abercrombie & Fitch Co. in this Form S-4* - ------------ * Previously filed. ** To be filed by amendment. EX-5.1 2 EXHIBIT 5.1 _____________, 1998 Abercrombie & Fitch Co. Four Limited Parkway Reynoldsburg, OH 43068 Ladies and Gentlemen: We have acted as special counsel to Abercrombie & Fitch Co. (the "Company") in connection with the Company's Registration Statement on Form S-4, Registration No. 333-46423 (the "Registration Statement"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of 43,600,000 shares of the Company's Class A common stock, $.01 par value per share (the "Shares"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, including the Company's Amended and Restated Certificate of Incorporation. On the basis of the foregoing and assuming the due execution and delivery of certificates representing the Shares, we are of the opinion that the Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Exchange Offer referred to in the Offering Circular-Prospectus that is part of the Registration Statement, will be validly issued, fully paid and non-assessable. We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the related Offering Circular-Prospectus. Very truly yours, EX-10.1 3 EXHIBIT 10.1 FORM OF TAX DISAFFILIATION AGREEMENT between The LIMITED, INC., on behalf of itself and the members of The LIMITED GROUP and ABERCROMBIE & FITCH CO. on behalf of itself and the members of THE ABERCROMBIE & FITCH GROUP TAX DISAFFILIATION AGREEMENT This Agreement is entered into as of the [ ] day of [ ], 1998 between The Limited Inc. ("The Limited"), a Delaware corporation, on behalf of itself and the members of The Limited Group, and Abercrombie & Fitch Co. ("Abercrombie & Fitch"), a Delaware corporation, on behalf of itself and the members of the Abercrombie & Fitch Group. W I T N E S S E T H: WHEREAS, pursuant to the tax laws of various jurisdictions, certain members of the Abercrombie & Fitch Group, as defined below, presently file certain tax returns on an affiliated, consolidated, combined, unitary, fiscal unit or other group basis (including as permitted by Section 1501 of the Internal Revenue Code of 1986, as amended (the "Code")) with certain members of The Limited Group, as defined below (each such group, a "Consolidated Group"); WHEREAS, The Limited and Abercrombie & Fitch intend to distribute to its shareholders all of the Abercrombie & Fitch common stock held by The Limited (the "Distribution"); WHEREAS, The Limited and Abercrombie & Fitch desire to set forth their agreement on the rights and obligations of The Limited, Abercrombie & Fitch and the members of The Limited Group and the Abercrombie & Fitch Group, respectively, with respect to the handling and allocation of federal, state and local taxes incurred in taxable periods beginning prior to the Distribution Date, as defined below, and various other tax matters; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. Definitions (a) As used in this Agreement: "Abercrombie & Fitch Combined State Tax Liability" shall mean, with respect to any taxable year and any jurisdiction, an amount of Combined State Taxes determined in accordance with the principles set forth in the definition of Abercrombie & Fitch Federal Tax Liability; provided, however, that (i) such amount shall also include any actual income, franchise or similar state or local tax liability (a "State Liability") owed in a jurisdiction (a "Combined Jurisdiction") in which a member of the Abercrombie & Fitch Group files tax returns with a member of The Limited Group, on a consolidated, combined or unitary basis, to the extent such liability exceeds the liability that would have been owed had no member of the Abercrombie & Fitch Group been included in such returns, except to the extent attributable to the recognition of The Limited's excess loss account with respect to the stock of Abercrombie & Fitch as a result of the Distribution, and (ii) such amount shall be reduced to the extent that, in any Combined Jurisdiction, the State Liability of The Limited Consolidated Group is less than the liability that would have been owed had no member of the Abercrombie & Fitch Group been included in the returns of such Combined Jurisdiction. "Abercrombie & Fitch Federal Tax Liability" shall mean, with respect to any taxable year, the sum of the Abercrombie & Fitch Group's Federal Tax liability and any interest, penalties and other additions to such taxes for such taxable year, computed as if the Abercrombie & Fitch Group were not and never were part of The Limited Consolidated Group, but rather were a separate affiliated group of corporations filing a consolidated federal income tax return pursuant to Section 1501 of the Code, provided, however, that transactions with members of The Limited Group shall be reflected according to the provisions of the consolidated return regulations promulgated under the Code governing intercompany transactions, and that the Distribution will trigger any deferred amounts, excess loss accounts or similar items. Such computation shall be made (A) without regard to the income, deductions (including net operating loss and capital loss deductions) and credits in any year of any member of The Limited Consolidated Group that is not a member of the Abercrombie & Fitch Group, (B) by taking account of any Tax Asset of the Abercrombie & Fitch Group in accordance with Section 3(c)(iii) hereof, (C) with regard to net operating loss and capital loss carryforwards and carrybacks and minimum tax credits from earlier years of the Abercrombie & Fitch Group, but without regard to any such carryforward from a tax period (or portion thereof) ending on or before September 27, 1996, date of the initial public offering of Abercrombie & Fitch, and arising solely due to treating the Abercrombie & Fitch Group as if it were never part of The Limited Consolidated Group, (D) as though the highest rate of tax specified in subsection (b) of Section 11 of the Code (or any other similar rates applicable to specific types of income) were the only rates set forth in that subsection, and with other similar adjustments as described in Section 1561 of the Code, (E) reflecting the positions, elections and accounting methods used by The Limited in preparing the consolidated federal income tax return for The Limited Consolidated Group, (F) by not permitting the Abercrombie & Fitch Group any compensation deductions arising in respect of any exercise of options on The Limited stock by, or the issuance or vesting of The Limited restricted stock to, any employee of the Abercrombie & Fitch Group prior to the Distribution Date, and (G) without regard to gain attributable to the recognition of The Limited's excess loss account with respect to the stock of Abercrombie & Fitch and Abercrombie & Fitch's excess loss account with respect to stock of its subsidiaries as a result of the Distribution. "Abercrombie & Fitch Group" shall mean, at any time, Abercrombie & Fitch and any direct or indirect corporate subsidiaries of Abercrombie & Fitch that would be eligible to join with Abercrombie & Fitch, with respect to Federal Taxes, in the filing of a consolidated federal income tax return and, with respect to Combined State Taxes, in the filing of a consolidated, combined or unitary income or franchise tax return, including any predecessors thereto. "Abercrombie & Fitch Tax Liability" shall mean, with respect to any taxable year, the sum of Abercrombie & Fitch Combined State Tax Liability and Abercrombie & Fitch Federal Tax Liability. "After-Tax Amount" shall mean an additional amount necessary to reflect the hypothetical tax consequences of the receipt or accrual of any payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of the deductions available for interest paid or accrued and for taxes such as state and local income taxes. "Combined State Tax" means, with respect to each state or local taxing jurisdiction, any income, franchise or similar tax payable to such state or local taxing jurisdiction in which a member of the Abercrombie & Fitch Group files tax returns with a member of The Limited Group, on a consolidated, combined or unitary basis for purposes of such income or franchise tax. "Contingent Redemption Agreement" means the contingent stock redemption agreement, dated January 26, 1996, entered into among The Limited, Leslie H. Wexner and The Wexner Children's Trust. "Distribution" shall mean the Exchange Offer and the Spin-Off as described in the Offering Circular-Prospectus dated ___, 1998. "Distribution Date" shall mean the date on which the Distribution shall be effected. "Federal Tax" shall mean any tax imposed under Subtitle A of the Code and any related interest or penalty imposed under Subtitle F of the Code. "Final Determination" shall mean (i) with respect to Federal Taxes, a "determination" as defined in Section 1313 (a) of the Code or execution of an Internal Revenue Service Form 870AD and, with respect to taxes other than Federal Taxes, any final determination of liability in respect of a tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, (ii) any final disposition of a tax issue by reason of the expiration of a statute of limitations or (iii) the payment of tax by The Limited with respect to any item disallowed or adjusted by any taxing authority where The Limited determines in good faith that no action should be taken to recoup such payment. "IRS" shall mean the Internal Revenue Service. "Post-Distribution Tax Period" means (i) any tax period beginning and ending after the Distribution Date and (ii) with respect to a tax period that begins before and ends after the Distribution Date, such portion of the tax period that commences on the day immediately after the Distribution Date. "Pre-Distribution Tax Period" means (i) any tax period beginning and ending before or on the Distribution Date and (ii) with respect to a period that begins before and ends after the Distribution Date, such portion of the tax period ending on and including the Distribution Date. "Prime" shall mean, the rate announced from time to time as "prime" by BankOne, Columbus, Ohio, as its prime rate with respect to the applicable currency. "Referee" is defined in Section 16. "Return" shall mean any tax return, statement, report or form (including estimated tax returns and reports, extension requests and forms, and information returns and reports) required to be filed with any taxing authority. "Tax Asset" shall mean any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute that could be carried forward or back to reduce taxes (including without limitation deductions and credits related to alternative minimum taxes). "Tax Packages" shall mean one or more packages of information, that are (i) reasonably necessary for the purpose of preparing tax Returns of The Limited Consolidated Group with respect to any Pre-Distribution Tax Period, or of the Abercrombie & Fitch Group with respect to any Post-Distribution Tax Period and (ii) completed in all material respects in accordance with the standards that The Limited has established for its subsidiaries. "Tax Proceeding" shall mean any tax audit, dispute or proceeding (whether administrative or judicial). "The Limited Consolidated Group" shall mean The Limited and each direct and indirect corporate subsidiary, including the Abercrombie & Fitch Group that is eligible to join with The Limited in the filing of (i) for Federal Tax purposes, a consolidated federal income tax return, and (ii) for Combined State Tax Purposes, a Combined State Tax Return. "The Limited Group" shall mean, at any time, The Limited and each of its direct and indirect corporate subsidiaries other than those subsidiaries that are members of the Abercrombie & Fitch Group. (b) Any term used in this Agreement which is not defined in this Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury regulations thereunder or in comparable provisions of applicable law. 2. Administrative and Compliance Matters. (a) Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of The Limited Group and any member of the Abercrombie & Fitch Group shall be terminated as of the effective date of this Agreement. As of the date of this Agreement, neither the members of the Abercrombie & Fitch Group nor the members of The Limited Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole tax sharing agreement between the members of the Abercrombie & Fitch Group and the members of The Limited Group. Notwithstanding the foregoing, if any such termination is not binding on any taxing authority, the Abercrombie & Fitch Group shall hold the affected member of The Limited Group harmless against any adverse effect which would have been avoided if such termination had been given effect by such taxing authority. (b) Designation of Agent. Each member of the Abercrombie & Fitch Group hereby irrevocably authorizes and designates The Limited, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitation) necessary or incidental to the filing of any Return, any amended Return, or any claim for refund (even where an item or Tax Asset giving rise to an amended Return or refund claim arises in a Post-Distribution Tax Period), credit or offset of tax or any other proceedings, and for the purpose of making payments to, or collecting refunds from, any taxing authority, in each case relating only to any Pre-Distribution Tax Period. The Limited Group covenants to Abercrombie & Fitch that it shall be responsible to see that all such administrative matters relating thereto shall be handled promptly and appropriately. (c) Pre-Distribution Tax Period Returns. The Limited will prepare, consistently with past practice and applicable law and with the assistance of the Abercrombie & Fitch Group, the consolidated Federal Tax Returns and Combined State Tax Returns of The Limited Consolidated Group for all Pre-Distribution Tax Periods. The Limited shall have the right with respect to such Returns to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions should be requested, and (iii) the elections that will be made by any member of The Limited Group or the Abercrombie & Fitch Group. In addition, with respect to all Pre-Distribution Tax Periods, The Limited shall have the right to (i) contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return filed by The Limited Consolidated Group, (ii) file, prosecute, compromise or settle any claim for refund, and (iii) determine whether any refunds to which The Limited Consolidated Group may be entitled shall be received by way of refund or credit against the tax liability of The Limited Consolidated Group. No later than 60 days after the Distribution Date, Abercrombie & Fitch shall prepare and deliver to The Limited Tax Packages that include information of Abercrombie & Fitch Group for the Pre-Distribution Tax Period that includes the Distribution Date. In addition, if The Limited decides to make the election referred to in section (d) below, Abercrombie & Fitch shall prepare and deliver to The Limited Tax Packages that include information of Abercrombie & Fitch Group for the tax period beginning immediately after the Distribution Date no later than 60 days after the end of such tax period. (d) Allocation. The Limited may, at its option, elect and Abercrombie & Fitch shall join The Limited in electing (if necessary) to ratably allocate items (other than extraordinary items) of the Abercrombie & Fitch Group in accordance with relevant provisions of the Treasury Regulations Section 1.1502-76. If The Limited exercises its option to make the election, each member of the Abercrombie & Fitch Group will provide a statement stating its consent to such election as required under the regulations. (e) Separate State Tax Returns and Post-Distribution Tax Period Returns of Abercrombie & Fitch Group. Abercrombie & Fitch shall be solely responsible for the preparation and filing of its separate state and local tax Returns and its Returns for all Post-Distribution Tax Periods. 3. Tax Sharing. (a) General. For each taxable year of The Limited Consolidated Group during which income, loss or credit against tax of the Abercrombie & Fitch Group are includible in the consolidated Federal Tax return of The Limited Consolidated Group, Abercrombie & Fitch shall pay to The Limited an amount equal to the Abercrombie & Fitch Federal Tax Liability, and for each taxable period during which income, loss or credit against tax of any member of the Abercrombie & Fitch Group are includible in a return relating to a Combined State Tax, Abercrombie & Fitch shall pay The Limited an amount equal to the Abercrombie & Fitch Combined State Tax Liability for such taxable period, each as shown on the Pro Forma Returns (as defined in paragraph (c) below). (b) Estimated Payments. The Limited shall determine the amount of the estimated tax installment of the Abercrombie & Fitch Federal Tax Liability (corresponding to The Limited's estimated Federal Tax installment) with respect to a taxable year in which the Abercrombie & Fitch Group is part of The Limited Consolidated Group (whether or not such payment is made prior to the Distribution), as determined under the principles of Section 3(a) of this Agreement. The Limited shall provide Abercrombie & Fitch with notice of such estimated tax determination for Federal Tax no later than 10 days before the date such corresponding installment payment is due. Abercrombie & Fitch shall, within 5 days of receipt of such determination (but in no event earlier than 5 days prior to the due date of The Limited's corresponding estimated tax payment), review the notice of determination and pay to The Limited the amount so determined. The Limited shall determine under provisions of applicable law the amount of the estimated tax installment of the Abercrombie & Fitch Combined State Tax Liability (corresponding to the relevant estimated Combined State Tax installment) with respect to a taxable year in which the Abercrombie & Fitch Group is part of The Limited Consolidated Group (whether or not such payment is made prior to the Distribution), as determined under the principles of Section 3(a) of this Agreement. The Limited shall provide Abercrombie & Fitch with notice of such estimated tax determination for Combined State Tax no later than 10 days before the date such corresponding installment payment is due. Abercrombie & Fitch shall, within 5 days of receipt of such determination (but in no event earlier than 5 days prior to the due date of The Limited's corresponding estimated tax payment), review the notice and pay to The Limited or The Limited shall pay to the Abercrombie & Fitch, as appropriate, the amount so determined in accordance with Section 9 hereof. (c) Payment of Taxes at Year-End. (i) Not later than 5 days after the due date (including all applicable and valid extensions) for The Limited Consolidated Group's consolidated Federal Tax return, The Limited shall deliver to Abercrombie & Fitch a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Abercrombie & Fitch Group reflecting the Abercrombie & Fitch Federal Tax Liability. Not later than 30 days after the due date for each Combined State Tax return, The Limited shall deliver to Abercrombie & Fitch the relevant pro forma Combined State Tax return (each a "Pro Forma Combined State Return" and together with the Pro Forma Federal Return, the "Pro Forma Returns") of the Abercrombie & Fitch Group reflecting the relevant Abercrombie & Fitch Combined State Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to section (3)(c)(ii) below. (ii) Not later than 15 days after the receipt of each Pro Forma Return, Abercrombie & Fitch shall pay to The Limited, or The Limited shall pay to Abercrombie & Fitch, as appropriate, an amount equal to the difference, if any, between the Abercrombie & Fitch Federal Tax Liability or the Abercrombie & Fitch Combined State Tax Liability, as the case may be, reflected on such Pro Forma Return for such period and the aggregate amount of the estimated installments paid with respect thereto pursuant to Section 3(b). (iii) If a Pro Forma Return reflects a Tax Asset that may under applicable law be used to reduce a Federal Tax or Combined State Tax liability of any member of The Limited Group for any taxable period, The Limited shall pay to Abercrombie & Fitch an amount equal to the actual tax saving (which would include refunds actually received) produced by such Tax Asset at the time such Tax saving is realized and the future Pro Forma Returns of the Abercrombie & Fitch Group shall be adjusted to reflect such use. The amount of any such tax saving for any taxable period shall be the amount of the reduction in taxes payable to a taxing authority with respect to such tax period as compared to the taxes that would have been payable to a taxing authority with respect to such tax period in the absence of such Tax Asset. (iv) In the event that The Limited makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Abercrombie & Fitch shall pay to The Limited an amount equal to Abercrombie & Fitch's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Section 3). Upon receipt by The Limited of a refund of any amounts paid by it in respect of which Abercrombie & Fitch shall have advanced an amount hereunder, The Limited shall pay to Abercrombie & Fitch the amount of such refund, together with any interest received by it on such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Abercrombie & Fitch under Section 3(c)(iv) shall be credited toward Abercrombie & Fitch's obligations under this Section 3(c)(iv) and any other payment obligation of Abercrombie & Fitch under Section 3(d) below. (d) Treatment of Adjustments. If any adjustment is made in a Federal Tax return of The Limited Group or in a return relating to a Combined State Tax, after the filing thereof, in which income or loss of the Abercrombie & Fitch Group (or any member thereof) is included, then at the time of a Final Determination of the adjustment, Abercrombie & Fitch shall pay to The Limited or The Limited shall pay to Abercrombie & Fitch, as the case may be, the difference between all payments actually made under Section 3 with respect to the taxable year or period covered by such tax return and all payments that would have been made under Section 3 taking such adjustment into account, together with any penalties actually paid and interest for each day until the date of Final Determination calculated at a rate equal to Prime rate. (e) Carrybacks From Post-Distribution Years. (i) The Limited agrees to pay to Abercrombie & Fitch the actual tax benefit received by The Limited Consolidated Group from the use in any Pre-Distribution Tax Period of a carryback of any Tax Asset of the Abercrombie & Fitch Group from a Post-Distribution Tax Period. Such benefit shall be equal to the excess of (i) the amount of Federal Taxes, or Combined State Taxes, as the case may be, that would have been payable (or of the tax refund that would have been receivable) by The Limited Consolidated Group in the absence of such carryback over (ii) the amount of Federal Taxes or Combined State Taxes, as the case may be, actually payable (or of the Tax refund actually receivable) by The Limited Consolidated Group. (ii) If, subsequent to the payment by The Limited Group to Abercrombie & Fitch Group of any amount, there shall be (A) a Final Determination which results in a disallowance or a reduction of the Tax Asset so carried back or (B) a reduction in the amount of the benefit realized by The Limited Consolidated Group from such Tax Asset as a result of a Final Determination or the use by The Limited Consolidated Group of a Tax Asset of The Limited Group, the Abercrombie & Fitch Group shall repay to The Limited, within 90 days of such event described in (A) or (B) (an "Event" or, collectively the Events") any amount which would not have been payable to the Abercrombie & Fitch Group pursuant to this Section 3(e) had the amount of the benefit been determined in light of the Events. In addition, the Abercrombie & Fitch Group shall hold each member of The Limited Group harmless for any penalty or interest payable by any member of The Limited Group as a result of any such Event. Any such amount shall be paid by The Abercrombie & Fitch Group within 90 days of the payment by The Limited Group of any such interest or penalty. Nothing in this Section 3(e) shall require The Limited to file a claim for refund of Federal Taxes or Combined States Taxes which The Limited, in its sole discretion, determined lacks substantial authority, as defined in the Code and the regulations thereunder. (iii) Any refunds or credits of tax received by a member of The Limited Group or the Abercrombie & Fitch Group, as the case may be, relating to a Pre-Distribution Tax Period, to the extent attributable to any item of income, loss, credit, deduction or other tax attribute of any member of the Abercrombie & Fitch Group or The Limited Group, respectively, shall be paid by such member of The Limited Group or the Abercrombie & Fitch Group, respectively, to Abercrombie & Fitch or The Limited, respectively, within 90 days of receipt; provided that no such payment shall be required to the extent such refund or credit is attributable to (x) a Tax Asset of the Abercrombie & Fitch Group or The Limited Group, respectively, for which payment has previously been made by The Limited Group or the Abercrombie & Fitch Group, respectively, pursuant to Section 3(c)(iii), 3(e)(1) or 3(e)(iii), or (y) an adjustment for which payment in respect thereof has previously been made pursuant to Section 3(d). 4. Certain Representations and Covenants. (a)(i) Abercrombie & Fitch Representations. Abercrombie & Fitch and each member of the Abercrombie & Fitch Group represent that, as of the date hereof, and covenant that on the Distribution Date there is no plan or intention (A) to liquidate Abercrombie & Fitch or to merge or consolidate Abercrombie & Fitch, or any member of the Abercrombie & Fitch Group conducting an active trade or business relied upon in connection with the Distribution, with any other person subsequent to the Distribution, (B) to sell or otherwise dispose of any asset (or close any store) of Abercrombie & Fitch or any member of the Abercrombie & Fitch Group subsequent to the Distribution, except in the ordinary course of business, (C) to take any action inconsistent with the information and representations furnished to the IRS in connection with the request for a private letter ruling with respect to the Distribution, (D) to repurchase stock of Abercrombie & Fitch in a manner contrary to the requirements of Revenue Procedure 96-30 or in a manner contrary to the representations made in connection with the request for a private letter ruling with respect to the Distribution, or (E) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Abercrombie & Fitch stock representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code. (ii) The Limited Representations. The Limited and each member of The Limited Group represent that, as of the date hereof, and covenant on the Distribution Date there is no plan or intention to take any action inconsistent with the information and representations furnished to the IRS and Davis Polk & Wardwell in connection with the request for a private letter ruling with respect to the Distribution, regardless of whether such information and representations were included in the ruling or pronouncement issued by the IRS. (iii) Abercrombie & Fitch and The Limited Representations. Except pursuant to the terms of the Contingent Redemption Agreement, each of Abercrombie & Fitch, The Limited and the members of the Abercrombie & Fitch Group and The Limited Group, respectively, represent that, as of the date hereof, and covenant that on the Distribution Date, neither Abercrombie & Fitch, The Limited nor the members of the Abercrombie & Fitch Group or The Limited Group, respectively (as applicable), is aware of any present plan or intention by the current shareholders of The Limited to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in, or securities of, The Limited or Abercrombie & Fitch subsequent to the Distribution. (b) Abercrombie & Fitch Covenants. Abercrombie & Fitch covenants to The Limited that (i) during the two-year period following the Distribution Date, neither Abercrombie & Fitch nor any member of the Abercrombie & Fitch Group conducting an active trade or business relied upon in connection with the Distribution, will liquidate, merge or consolidate with any other person, (ii) during the two-year period following the Distribution Date, Abercrombie & Fitch will not sell, exchange, distribute or otherwise dispose of its assets or those of any member of the Abercrombie & Fitch Group, or close any of its stores or those of any member of the Abercrombie & Fitch Group, except in the ordinary course of business, (iii) following the Distribution, Abercrombie & Fitch will, for a minimum of two years, continue the active conduct of the historic business conducted by Abercrombie & Fitch throughout the five year period prior to the Distribution, (iv) Abercrombie & Fitch will not, nor will it permit any member of the Abercrombie & Fitch Group to, take any action inconsistent with the information and representations furnished to the IRS in connection with the request for a private letter ruling with respect to the Distribution, (v) Abercrombie & Fitch will not repurchase stock of Abercrombie & Fitch in a manner contrary to the requirements of Revenue Procedure 96-30 or in a manner contrary to the representations made in connection with the request for a private letter ruling with respect to the Distribution, (vi) on or after the Distribution Date, it will not, nor will it permit any member of the Abercrombie & Fitch Group to make or change any accounting method, change its taxable year, amend any tax Return or take any tax position on any tax Return, take any other action, omit to take any action or enter into any transaction that results in any increased tax liability or reduction of any Tax Asset of The Limited Consolidated Group or any member thereof in respect of any Pre-Distribution Tax Period, (vii) during the tax period of the Abercrombie & Fitch Group that begins immediately after the Distribution Date, it will not, nor will it permit any member of the Abercrombie & Fitch Group to, enter into any transaction or take any other action that is motivated, in whole or in part, by tax considerations, (viii) during the applicable period provided in Section 355(e)(2)(B) of the Code with respect to the Distribution, it will not enter into any transaction or make any change in equity structure (including stock issuances, pursuant to the exercise of options, option grants or otherwise, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly Abercrombie & Fitch stock representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code, and (ix) it will file federal consolidated returns with its subsidiaries for the tax period immediately after the Distribution Date. (c) Exceptions. Notwithstanding the foregoing, Abercrombie & Fitch and the members of the Abercrombie & Fitch Group may take actions inconsistent with the covenants contained in Section 4(b)(i) through (vii) above, if: (i) Abercrombie & Fitch obtains a ruling from the IRS to the effect that such actions will not result in the Distribution being taxable to The Limited or its shareholders; or (ii) Abercrombie & Fitch obtains an opinion of counsel recognized as an expert in federal income tax matters and acceptable to The Limited to the same effect as in Section 4(c)(i), provided such opinion is reasonably acceptable to The Limited. (d) Deductions and Certain Taxes Related to Options. (i) The Limited shall file Returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of The Limited or the vesting of The Limited restricted stock which are held by employees or former employees of the Abercrombie & Fitch Group or (y) any other similar compensation related tax deductions. The Returns of the Limited Group and the Abercrombie & Fitch Group shall reflect the entitlement of The Limited Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that the Abercrombie & Fitch Group should have claimed such deductions, as consideration for The Limited's issuance of shares of its stock as a result of an event described in clause (x) of the preceding sentence, the Abercrombie & Fitch Group shall pay to The Limited Group an amount equal to the tax paid by The Limited Group as a result of such disallowance. Upon the exercise of any option or the vesting of any restricted stock described in clause (x), or the occurrence of any other event that would result in a compensation related tax deduction, as the case may be, the Abercrombie & Fitch Group (as agent for the Limited Group) shall prepare and file all applicable tax returns and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with such event. (ii) Abercrombie & Fitch shall file Returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of Abercrombie & Fitch which are held by employees or former employees of The Limited Group or (y) any other similar compensation related tax deductions. The Returns of The Limited Group and the Abercrombie & Fitch Group shall reflect the entitlement of The Abercrombie & Fitch Group to such deductions. To the extent such deductions are disallowed because a taxing authority determines that The Limited Group should have claimed such deductions, as consideration for Abercrombie & Fitch's issuance of shares of its stock as a result of an event described in clause (x) of the preceding sentence, The Limited Group shall pay to The Abercrombie & Fitch Group an amount equal to the tax paid by Abercrombie & Fitch Group as a result of such disallowance. Upon the exercise of any option described in the immediately preceding clause (x), or the occurrence of any other event that would result in a compensation related tax deduction, as the case may be, The Limited Group (as agent for Abercrombie & Fitch Group) shall prepare and file all applicable tax return and pay the applicable tax liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with the exercise of such an option. 5. Indemnities. (a) Abercrombie & Fitch Indemnity. Abercrombie & Fitch and each member of the Abercrombie & Fitch Group will jointly and severally indemnify The Limited and the members of The Limited Group that were members of The Limited Consolidated Group (that included a member of the Abercrombie & Fitch Group) against and hold them harmless from: (i) any Abercrombie & Fitch Group Tax Liability; (ii) any liability or damage resulting from a breach by Abercrombie & Fitch or any member of the Abercrombie & Fitch Group of any representation or covenant made by Abercrombie & Fitch herein; and (iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any tax liability or damage described in (i) or (ii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such tax, liability or damage. (b) The Limited Indemnity. The Limited and each member of The Limited Group will jointly and severally indemnify Abercrombie & Fitch and the members of the Abercrombie & Fitch Group that were members of The Limited Consolidated Group (that included a member of The Limited Group) against and hold them harmless from: (i) any The Limited Group Tax Liability and any tax liability resulting from the Distribution, other than any such liabilities described in Section 5(a); (ii) any liability or damage resulting from a breach by The Limited or any member of The Limited Group of any representation or covenant made by The Limited herein; and (iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any tax liability or damage described in (i) or (ii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such tax, liability or damage. If a member of The Limited Group ceases to be a member of The Limited as a result of a sale of its stock to a third party (whether or not treated as a sale of stock for tax purposes), such member of The Limited Group shall be released from its obligations under this Agreement upon such sale and neither The Limited nor any member of The Limited Group shall have any obligation to indemnify Abercrombie & Fitch or any member of the Abercrombie & Fitch Group under Section 5(b)(iii) for any liability or damage attributable to actions taken by such member after such sale. (c) Discharge of Indemnity. Abercrombie & Fitch, The Limited and the members of the Abercrombie & Fitch Group and The Limited Group, respectively, shall discharge their obligations under Section 5(a) and 5(b) hereof, respectively, by paying the relevant amount within 30 days of demand therefor. After a Final Determination of an obligation of Abercrombie & Fitch or any member of the Abercrombie & Fitch Group under Section 5(a), The Limited shall send a statement to Abercrombie & Fitch showing the amount due thereunder. After a Final Determination of an obligation of The Limited or any member of The Limited Group under Section 5(b), Abercrombie & Fitch shall send a statement to The Limited showing the amount due thereunder. Calculation mechanics relating to items described in Section 5(a)(i) are set forth in Section 3(c). Notwithstanding the foregoing, if either Abercrombie & Fitch, The Limited or any member of the Abercrombie & Fitch Group or The Limited Group disputes in good faith the fact or the amount of its obligation under Section 5(a) or Section 5(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 16 hereof; provided, however, that any amount not paid within 30 days of demand therefor shall bear interest as provided in Section 9. (d) Tax Benefits. If an indemnification obligation of any member of The Limited Group or any member of the Abercrombie & Fitch Group, as the case may be, under this Section 5 with respect to The Limited Consolidated Group arises in respect of an adjustment that makes allowable to a member of the Abercrombie & Fitch Group or a member of The Limited Group, respectively, any deduction, amortization, exclusion from income or other allowance (a "Tax Benefit") which would not, but for such adjustment, be allowable, then any payment by any member of The Limited Group or any member of the Abercrombie & Fitch Group, respectively, pursuant to this Section 5 shall be an amount equal to (X) the amount otherwise due but for this subsection (d), minus (Y) the present value of the product of the Tax Benefit multiplied (i) by the maximum federal, foreign or state, as the case may be, corporate tax rate in effect at the time such Tax Benefit becomes allowable to a member of the Abercrombie & Fitch Group or a member of The Limited Group (as the case may be) or (ii) in the case of a credit, by 100 percent. The present value of such product shall be determined by discounting such product from the time the Tax Benefit becomes allowable at a rate equal to Prime. 6. Subsidiaries. (a) Performance. The Limited agrees and acknowledges that The Limited shall be responsible for the performance of the obligations of each member of The Limited Group hereunder applicable to such subsidiary. Abercrombie & Fitch agrees and acknowledges that Abercrombie & Fitch shall be responsible for the performance by each member of the Abercrombie & Fitch Group of the obligations hereunder applicable to such member. (b) Application to Present and Future Subsidiaries. This Agreement is being entered into by The Limited and Abercrombie & Fitch on behalf of themselves and each member of The Limited Group and Abercrombie & Fitch Group, respectively. This Agreement shall constitute a direct obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of any corporation which becomes a member of The Limited Group or Abercrombie & Fitch Group in the future. 7. Communication and Cooperation. (a) Consult and Cooperate. Abercrombie & Fitch and The Limited shall consult and cooperate (and shall cause each member of the Abercrombie & Fitch Group or The Limited Group, respectively, to cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement. Such cooperation shall include, without limitation, (i) the retention and provision on reasonable request of any and all information including all books, records, documentation or other information pertaining to tax matters relating to The Limited Group and the Abercrombie & Fitch Group, any necessary explanations of information, and access to personnel, until two years after the expiration of the applicable statute of limitation (giving effect to any extension, waiver, or mitigation thereof); (ii) the execution of any document that may be necessary or helpful in connection with any required Return or in connection with any audit, proceeding, suit or action; and (iii) the use of the parties' best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. (b) Provide Information. The Limited and Abercrombie & Fitch shall keep each other fully informed with respect to any material development relating to the matters subject to this Agreement. (c) Tax Attribute Matters. The Limited and Abercrombie & Fitch shall advise each other with respect to any proposed tax adjustments relating to a Pre-Distribution Tax Period, which are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and which may affect any tax liability or any tax attribute of The Limited, Abercrombie & Fitch, The Limited Group, the Abercrombie & Fitch Group or any member of the Abercrombie & Fitch Group or The Limited Group (including, but not limited to, basis in an asset or the amount of earnings and profits). Except as otherwise provided herein, The Limited shall determine the apportionment of tax attributes between The Limited Group and the Abercrombie & Fitch Group in accordance with applicable laws. 8. Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, The Limited shall have full control over all matters relating to any tax return or any tax Proceeding relating to any tax matters of at least one member of The Limited Consolidated Group. Except as provided in Section 8(b), The Limited shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. (b) No settlement of any Tax Proceeding relating to any matter that would cause a payment obligation under Sections 5(a) or 5(b) shall be accepted or entered into by or on behalf of the party entitled to receive a payment under either Section 5(a) or 5(b), whichever is applicable, unless the party ultimately responsible for such payment under either Section 5(a) or 5(b), whichever is applicable (the "Indemnitor"), consents thereto in writing (which consent shall not be unreasonably withheld). If such consent is unreasonably withheld, all expenses relating to the contest of such matter shall be borne by the Indemnitor, and otherwise they shall be borne equally by the Indemnitor and the indemnified party. If the Indemnitor does not respond to the indemnified party's request for consent within 30 days, the Indemnitor will be deemed to have consented to the settlement. (c) The indemnified party agrees to give prompt notice to the Indemnitor of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. (d) With respect to Returns relating to taxes solely attributable to the Abercrombie & Fitch Group, Abercrombie & Fitch and the members of the Abercrombie & Fitch Group shall have full control over all matters relating to any Tax Proceeding in connection therewith. Abercrombie & Fitch and the members of the Abercrombie & Fitch Group shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. 9. Payments. All payments to be made hereunder shall be made in immediately available funds. Except as otherwise provided, all payments required to be made pursuant to this Agreement will be due 90 days after the receipt of notice of such payment or, where no notice is required, 90 days after the fixing of liability or the resolution of a dispute. Payments shall be deemed made when received. Any payment that is not made when due shall bear interest at a rate equal to Prime rate for each day until paid. If, pursuant to a Final Determination, any amount paid by The Limited or the members of The Limited Group or Abercrombie & Fitch or the members of the Abercrombie & Fitch Group, as the case may be, pursuant to this Agreement results in any increased tax liability or reduction of any Tax Asset of Abercrombie & Fitch or any member of the Abercrombie & Fitch Group or The Limited or any member of The Limited Group, respectively, then The Limited or Abercrombie & Fitch, as appropriate, shall indemnify the other party and hold it harmless from any interest or penalty attributable to such increased tax liability or the reduction of such Tax Asset and shall pay to the other party, in addition to amounts otherwise owed, the After-Tax Amount. 10. Notices. Any notice, demand, claim, or other communication under this Agreement shall be in writing and shall be deemed to have been given upon the delivery or mailing thereof, as the case may be, if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the other): If to The Limited, to: The Limited, Inc. Three Limited Parkway Columbus, OH 43230 Attention: Timothy B. Lyons Fax: 614-479-7020 If to Abercrombie & Fitch, to: Abercrombie & Fitch Co. Four Limited Parkway East Reynoldsburg, OH 43068 Attention: Seth Johnson Fax: 614-577-6950 11. Costs and Expenses. (a) Reimbursement for Certain Services. The Limited shall provide services in connection with this Agreement, including but not limited to, those services relating to the preparation of returns (including Pro Forma Returns) and determination of Abercrombie & Fitch Tax Liability as described in sections 2 and 3. As compensation for these services, Abercrombie & Fitch shall pay The Limited a fee. The Limited shall calculate the fee payable, invoice Abercrombie & Fitch for the fee and Abercrombie & Fitch will pay the invoiced amount in a manner consistent with the invoice and payment procedures provided for in the Amended and Restated Services Agreement between Abercrombie & Fitch Co. and The Limited, Inc. (the "Transitional Services Agreement"). (b) Additional Services. The Limited will provide the tax services specified in the Transitional Services Agreement to the Abercrombie & Fitch Group that do not relate to Federal Taxes or Combined State Taxes for any Pre-Distribution Tax Period. The Limited will be compensated in the same manner as described in Section 11(a). (c) Others. Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement. For purposes of this Agreement, "out-of-pocket" expenses shall include reasonable attorney fees, accountant fees and other related professional fees and disbursements. 12. Effectiveness; Termination and Survival. This Agreement shall become effective upon the consummation of the Distribution. All rights and obligations arising hereunder with respect to a Pre-Distribution Tax Period shall survive until they are fully effectuated or performed and, provided, further, that notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof). 13. Section Headings. The headings contained in this Agreement are inserted for convenience only and shall not constitute a part hereof or in any way affect the meaning or interpretation of this Agreement. 14. Entire Agreement; Amendments and Waivers; Severability. (a) Entire Agreement. This Agreement and the exhibits hereto contains the entire understanding of the parties hereto with respect to the subject matter contained herein. No alteration, amendment, modification, or waiver of any of the terms of this Agreement shall be valid unless made by an instrument signed by an authorized officer of each of The Limited and Abercrombie & Fitch, or in the case of a waiver, by the party against whom the waiver is to be effective. (b) Amendments and Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. This Agreement shall not be waived, amended or otherwise modified except as in writing, duly executed by all of the parties hereto. (c) Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement or such provision or the application of such provision to such party or circumstances, other than those to which it is so determined to be invalid, illegal or unenforceable, shall remain in full force and effect to the fullest extent permitted by law and shall not be affected thereby, unless such a construction would be unreasonable. 15. Governing Law and Interpretation. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York without giving effect to laws and principles relating to conflicts of law. 16. Dispute Resolution. If the parties hereto are unable to resolve any disagreement or dispute relating to this Agreement within 20 days, such disagreement or dispute shall be resolved by a recognized law firm or accounting firm expert in tax matters in the relevant jurisdiction or that is mutually acceptable to the parties hereto (a "Referee"). A Referee so chosen shall resolve any such disagreement pursuant to such procedures as it may deem advisable. Any such resolution shall be binding on the parties hereto without further recourse. Except as otherwise provided herein, the costs of any Referee shall be apportioned between The Limited and Abercrombie & Fitch as determined by such Referee in such manner as the Referee deems reasonable, taking into account the circumstances of the dispute, the conduct of the parties and the result of the dispute. 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 18. Assignments; Third Party Beneficiaries. Except as provided below, this Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns, by merger, acquisition of assets or otherwise (including but not limited to any successor of a party hereto succeeding to the tax attributes of such party under applicable law). This Agreement is not intended to benefit any person other than the parties hereto and such successors and assigns, and no such other person shall be a third party beneficiary hereof. 19. Further Assurances. The Limited and Abercrombie & Fitch shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document or other instrument delivered pursuant hereto. 20. Authorization, etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party that this Agreement constitutes a legal, valid and binding obligation of each such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first written above. The Limited on its own behalf and on behalf of each member of The Limited Group. By:__________________________ Title: Vice President, Taxes Date:_______________________ Abercrombie & Fitch on its own behalf and on behalf of each member of the Abercrombie & Fitch Group. By:__________________________ Title: Chief Financial Officer Date:_______________________ EX-10.3 4 EXHIBIT 10.3 FORM OF AMENDED AND RESTATED SERVICES AGREEMENT dated as of __________, 1998 between ABERCROMBIE & FITCH CO. and THE LIMITED, INC. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.1. Definitions.............................................. 2 Section 1.2. Internal References...................................... 4 ARTICLE 2 Purchase and Sale of Services Section 2.1. Purchase and Sale of Services............................ 4 Section 2.2. Additional Services...................................... 5 ARTICLE 3 Service Costs; Other Charges Section 3.1. Service Costs Generally.................................. 5 Section 3.2. Customary Billing........................................ 5 Section 3.3. Pass-Through Billing..................................... 6 Section 3.4. Certain Benefits Matters................................. 6 Section 3.5. Invoicing and Settlement of Costs........................ 6 ARTICLE 4 The Services Section 4.1. General Standard of Service.............................. 7 Section 4.2. Delegation............................................... 8 Section 4.3. Limitation of Liability.................................. 8 Section 4.4. Indemnification of The Limited by Abercrombie & Fitch.... 9 Section 4.5. Indemnification of Abercrombie & Fitch by The Limited.... 10 Section 4.6. Further Indemnification.................................. 10 Section 4.7. Notice of Certain Matters................................ 10 ARTICLE 5 Term and Termination Section 5.1. Term..................................................... 11 Section 5.2. Termination.............................................. 11 Section 5.3. Effect of Termination.................................... 12 ARTICLE 6 Additional Agreements Section 6.1. Confidential Information................................. 13 Section 6.2. Associate Matters........................................ 14 Section 6.3. Financial Support Arrangements........................... 14 Section 6.4. Insurance Matters........................................ 15 ARTICLE 7 Miscellaneous Section 7.1. Prior Agreements......................................... 16 Section 7.2. Future Litigation and Other Proceedings.................. 16 Section 7.3. No Agency................................................ 17 Section 7.4. Subcontractors........................................... 17 Section 7.5. Force Majeure............................................ 17 Section 7.6. Entire Agreement......................................... 18 Section 7.7. Information.............................................. 18 Section 7.8. Notices.................................................. 18 Section 7.9. Governing Law............................................ 19 Section 7.10. Dispute Resolution....................................... 19 Section 7.11. WAIVER OF JURY TRIAL..................................... 20 Section 7.12. Severability............................................. 20 Section 7.13. Amendment................................................ 20 Section 7.14. Counterparts............................................. 20 Section 7.15. Services to The Limited.................................. 20 Section 7.16. Termination of Old Services Agreement.................... 20 AMENDED AND RESTATED SERVICES AGREEMENT This Amended and Restated Services Agreement (this "Agreement") is entered into as of _________ __, 1998 by and between Abercrombie & Fitch Co., a Delaware corporation ("Abercrombie & Fitch"), and The Limited, Inc. a Delaware corporation ("The Limited"). RECITALS WHEREAS, The Limited owned approximately 84% of the outstanding common stock of Abercrombie & Fitch prior to the consummation of the Exchange Offer (as defined below); WHEREAS, The Limited will no longer own any of the outstanding common stock of Abercrombie & Fitch after the consummation of the Exchange Offer and Spin-Off (as defined below), if any; WHEREAS, The Limited has heretofore directly or indirectly provided certain administrative, financial, management and other services to the Abercrombie & Fitch Entities (as defined below) and Abercrombie & Fitch has heretofore retained The Limited as an independent contractor to provide, directly or indirectly, certain of those services to the Abercrombie & Fitch Entities pursuant to the Services Agreement between Abercrombie & Fitch and The Limited dated as of September 27, 1996 (the "Old Services Agreement"); and WHEREAS, Abercrombie & Fitch and The Limited desire to amend and restate the Old Services Agreement as set forth herein. AGREEMENTS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Limited and Abercrombie & Fitch, for themselves, their successors and assigns, hereby agree as follows: ARTICLE 1 Definitions Section 1.1. Definitions. (a) As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described: "Abercrombie & Fitch Entities" means Abercrombie & Fitch and its Subsidiaries, and "Abercrombie & Fitch Entity" shall mean any of the Abercrombie & Fitch Entities. "Agreement" has the meaning ascribed thereto in the preamble hereto, as such agreement may be amended and supplemented from time to time in accordance with its terms. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Columbus, Ohio are authorized or required by law to close. "Change of Control" means (i) the direct or indirect acquisition (by merger, consolidation, business combination or otherwise) by any Person or group or Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5 under the Securities Exchange Act of 1934) of 50% or more of the Total Voting Power of Abercrombie & Fitch, (ii) any merger, consolidation or other business combination of Abercrombie & Fitch or a Subsidiary of Abercrombie & Fitch with any Person after giving effect to which (x) the shareholders of Abercrombie & Fitch immediately prior to such transaction do not own at least 50% of the Total Voting Power of the ultimate parent entity of the parties to such transaction or (y) individuals who were directors of Abercrombie & Fitch immediately prior to such transaction (or their designees) do not constitute a majority of the board of directors of such ultimate parent entity and (iii) the direct or indirect acquisition by any Person or group of Persons of all or substantially all of the assets of Abercrombie & Fitch. "Class A Common Stock" means the Class A common stock, par value $.01 per share, of Abercrombie & Fitch. "Effective Date" means the Expiration Date of the Exchange Offer. "Exchange Offer" means the offer by The Limited to exchange all of its shares of Class A Common Stock for shares of common stock, par value $.50 per share, of The Limited, which offer commenced on _____________, 1998 and was consummated as of the date hereof. "Limited Entities" means The Limited and its Subsidiaries, and "Limited Entity" shall mean any of The Limited Entities. "Person" means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, government (including any department or agency thereof) or other entity. "Schedules" means Schedules I, II, III, IV, V, VI and VII hereto. "Services" means the various services described in the Schedules. "Subsidiary" means, as to any Person, any corporation, association, partnership, joint venture or other business entity of which more than 50% of the voting capital stock or other voting ownership interests is owned or controlled directly or indirectly by such Person or by one or more of the Subsidiaries of such Person or by a combination thereof. "Total Voting Power" with respect to any Person means the total combined voting power of all securities of such Person entitled to vote generally in the election of directors of such Person. (b) Each of the following terms is defined in the Section set forth opposite such term: Term Section - ---- ------- Abercrombie & Fitch Preamble Abercrombie & Fitch Indemnified Person 4.5 Actions 4.4 Applicable Insurance 6.4 Benefit Billing 3.1 Benefits Services 3.4 Confidential Information 6.1 Customary Billing 3.1 Employee Welfare Plans 4.2 Financial Support Arrangements 6.3(a) force majeure 7.5 Limited Indemnified Person 4.3 Pass-Through Billing 3.1 Payment Date 3.5 Prior Agreements 7.1 Service Costs 3.1 The Limited Preamble The Limited Plans 3.4 Section 1.2. Internal References. Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement and references to the parties shall mean the parties to this Agreement. ARTICLE 2 Purchase and Sale of Services Section 2.1. Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below, The Limited agrees to provide to Abercrombie & Fitch, or procure the provision to Abercrombie & Fitch of, and Abercrombie & Fitch agrees to purchase from The Limited, the Services. Unless otherwise specifically agreed by The Limited and Abercrombie & Fitch, the Services to be provided or procured by The Limited hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, the Abercrombie & Fitch Entities prior to the Effective Date. (b) It is understood that (i) Services to be provided to Abercrombie & Fitch under this Agreement will, at Abercrombie & Fitch's request, be provided to Subsidiaries of Abercrombie & Fitch and (ii) The Limited may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to Services provided to, or procured on behalf of, any Subsidiary of Abercrombie & Fitch, Abercrombie & Fitch agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services pursuant to this Agreement; provided that, without in any way limiting the obligations of Abercrombie & Fitch to pay for such Services, Abercrombie & Fitch may allow Abercrombie & Fitch Service Corporation, a Delaware corporation, to make such payments on its behalf. Section 2.2. Additional Services. In addition to the Services to be provided or procured by The Limited in accordance with Section 2.1, if requested by Abercrombie & Fitch, and to the extent that The Limited and Abercrombie & Fitch may mutually agree, The Limited shall provide additional services (including services not provided by The Limited to the Abercrombie & Fitch Entities prior to the Effective Date) to Abercrombie & Fitch. The scope of any such services, as well as the term, costs, and other terms and conditions applicable to such services, shall be as mutually agreed by The Limited and Abercrombie & Fitch. ARTICLE 3 Service Costs; Other Charges Section 3.1. Service Costs Generally. The Schedules hereto indicate, with respect to the Services listed therein, whether the costs to be charged to Abercrombie & Fitch for such Service are to be determined by (i) the customary billing method described in Section 3.2 ("Customary Billing"), (ii) the pass-through billing method described in Section 3.3 ("Pass-Through Billing") or (iii) based upon a calculation of certain costs relating to employee benefit plans and benefit arrangements described in Section 3.4 ("Benefit Billing"). The Customary Billing, Pass-Through Billing and Benefit Billing methods applicable to Services provided to Abercrombie & Fitch are collectively referred to herein as the "Service Costs". Abercrombie & Fitch agrees to pay to The Limited in the manner set forth in Section 3.5 the Service Costs applicable to each of the Services provided or procured by The Limited. Section 3.2. Customary Billing. The costs of Services as to which the Customary Billing method applies shall be equal to (i) the costs charged to Abercrombie & Fitch by The Limited for such Services immediately prior to the Effective Date (it being understood that from and after the Effective Date such costs may be increased by The Limited in a manner consistent with the manner in which such costs were increased from time to time prior to the Effective Date) plus (ii) 5 percent. Notwithstanding the foregoing, any out-of-pocket, third-party expenses incurred by The Limited in connection with the provision of any Services as to which the Customary Billing method applies shall be passed through to Abercrombie & Fitch without the 5 percent mark-up. Section 3.3. Pass-Through Billing. The costs of Services as to which the Pass-Through Billing method applies shall be equal to the aggregate amount of third-party, out-of-pocket costs and expenses incurred by any Limited Entity on behalf of any Abercrombie & Fitch Entity. If a Limited Entity incurs any such costs or expenses on behalf of any Abercrombie & Fitch Entity as well as businesses operated by The Limited, The Limited will allocate any such costs or expenses in good faith between the various businesses on behalf of which such costs or expenses were incurred as The Limited shall determine in the exercise of The Limited's reasonable judgment. The Limited shall apply usual and accepted accounting conventions in making such allocations, and The Limited or its agents shall keep and maintain such books and records as may be reasonably necessary to make such allocations. The Limited shall make copies of such books and records available to Abercrombie & Fitch upon request and with reasonable notice. Section 3.4. Certain Benefits Matters. (a) Prior to the Effective Date, certain associates of Abercrombie & Fitch participated in certain benefit plans sponsored by The Limited ("The Limited Plans"). (b) The costs payable by Abercrombie & Fitch for Services relating to employee plans and benefit arrangements ("Benefits Services") shall be determined and, to the extent specified in Schedule I, billed as set forth on Schedule I. It is the express intent of the parties that Service Costs relating to the administration of Abercrombie & Fitch employee plans and the performance of related Services will not exceed reasonable compensation for such Services as defined in 29 CFR Section 2550.408c-2. (c) The Limited and Abercrombie & Fitch agree to cooperate fully with each other in the administration and coordination of regulatory and administrative requirements associated with The Limited Plans. Section 3.5. Invoicing and Settlement of Costs. (a) The Limited will invoice or notify Abercrombie & Fitch on a monthly basis (not later than the tenth day of each month), in a manner substantially consistent with the billing practices used in connection with services provided to the Abercrombie & Fitch Entities prior to the Effective Date (except as otherwise agreed), of the Service Costs. In connection with the invoicing described in this Section 3.5(a), The Limited will provide to Abercrombie & Fitch the same billing data and level of detail as it customarily provided to the Abercrombie & Fitch Entities prior to the Effective Date and such other data as may be reasonably requested by Abercrombie & Fitch. (b) Abercrombie & Fitch agrees to pay on or before 30 days after the date on which The Limited invoices or notifies Abercrombie & Fitch of the Service Costs (or the next Business Day, if such day is not a Business Day) (each, a "Payment Date") by wire transfer of immediately available funds payable to the order of The Limited all amounts invoiced by The Limited pursuant to this Section 3.5(a) during the preceding calendar month. If Abercrombie & Fitch fails to pay any monthly payment within 30 days of the relevant Payment Date, Abercrombie & Fitch shall be obligated to pay, in addition to the amount due on such Payment Date, interest on such amount at the prime, or best, rate announced by Banc One Corp. compounded monthly from the relevant Payment Date through the date of payment. ARTICLE 4 The Services Section 4.1. General Standard of Service. Except as otherwise agreed with Abercrombie & Fitch or described in this Agreement, and provided that The Limited is not restricted by contract with third parties or by applicable law, The Limited agrees that the nature, quality, and standard of care applicable to the delivery of the Services hereunder will be substantially the same as that of the Services which The Limited provides from time to time throughout its businesses. The Limited shall use its reasonable efforts to ensure that the nature and quality of Services provided to Abercrombie & Fitch associates either by The Limited directly or through administrators under contract shall be undifferentiated as compared with the same services provided to or on behalf of The Limited associates under The Limited Plans. Subject to The Limited's express obligations under this Agreement, the management of and control over the provision of the Services shall reside solely with The Limited. Without limiting the generality of the foregoing, all labor matters relating to associates of The Limited and its Subsidiaries (including, without limitation, associates involved in the provision of Services to Abercrombie & Fitch) shall be within the exclusive control of The Limited, and Abercrombie & Fitch and its Subsidiaries shall not take any action affecting such matters. Section 4.2. Delegation. Subject to Section 4.1 above, Abercrombie & Fitch hereby delegates to The Limited final, binding, and exclusive authority, responsibility, and discretion to interpret and construe the provisions of employee welfare benefit plans in which Abercrombie & Fitch has elected to participate and which are administered by The Limited under this Agreement (collectively, "Employee Welfare Plans"). The Limited may further delegate such authority to plan administrators to: (i) provide administrative and other services; (ii) reach factually supported conclusions consistent with the terms of the Employee Welfare Plans; (iii) make a full and fair review of each claim denial and decision related to the provision of benefits provided or arranged for under the Employee Welfare Plans, pursuant to the requirements of ERISA, if within sixty days after receipt of the notice of denial, a claimant requests in writing a review for reconsideration of such decisions. The plan administrator shall notify the claimant in writing of its decision on review. Such notice shall satisfy all ERISA requirements relating thereto; and (iv) notify the claimant in writing of its decision on review. Section 4.3. Limitation of Liability. (a) Abercrombie & Fitch agrees that none of the Limited Entities and their respective directors, officers, agents, and employees (each, a "Limited Indemnified Person") shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Abercrombie & Fitch Entity or any other Person for or in connection with the Services rendered or to be rendered by any Limited Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Limited Indemnified Person's actions or inactions in connection with any such Services or transactions, except for damages which have resulted from such Limited Indemnified Person's gross negligence or willful misconduct in connection with any such Services, actions or inactions. (b) None of the Limited Entities shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from or arising in connection with any of the Services or the performance of or failure to perform The Limited's obligations under this Agreement. This disclaimer applies without limitation (i) to claims arising from the provision of the Services or any failure or delay in connection therewith; (ii) to claims for lost profits; (iii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise; and (iv) regardless of whether such damages are foreseeable or whether The Limited has been advised of the possibility of such damages. (c) None of the Limited Entities shall have any liability to any Abercrombie & Fitch Entity or any other Person for failure to perform The Limited's obligations under this Agreement or otherwise, where (i) such failure to perform is not caused by the gross negligence or wilful misconduct of the Limited Entity providing such Services and (ii) such failure to perform similarly affects the Limited Entities receiving such Services and does not have a disproportionately adverse effect on the Abercrombie & Fitch Entities, taken as a whole. (d) In addition to the foregoing, Abercrombie & Fitch agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages and those of the other Abercrombie & Fitch Entities, whether direct or indirect, due to, resulting from or arising in connection with any failure by The Limited to comply fully with its obligations under this Agreement. Section 4.4. Indemnification of The Limited by Abercrombie & Fitch. Abercrombie & Fitch agrees to indemnify and hold harmless each Limited Indemnified Person from and against any damages, and to reimburse each Limited Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Limited Indemnified Person is a party (collectively, "Actions"), arising out of or in connection with Services rendered or to be rendered by any Limited Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Limited Indemnified Person's actions or inactions in connection with any such Services or transactions; provided that Abercrombie & Fitch will not be responsible for any damages of any Limited Indemnified Person that have resulted from such Limited Indemnified Person's gross negligence or willful misconduct in connection with any of the advice, actions, inactions, or Services referred to above. Section 4.5. Indemnification of Abercrombie & Fitch by The Limited. The Limited agrees to indemnify and hold harmless the Abercrombie & Fitch Entities and their respective directors, officers, agents, and employees (each, a "Abercrombie & Fitch Indemnified Person") from and against any damages, and will reimburse each Abercrombie & Fitch Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, or defending any Action, arising out of the gross negligence or willful misconduct of any Limited Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement. Section 4.6. Further Indemnification. To the extent that any other Person has agreed to indemnify any Limited Indemnified Person or to hold a Limited Indemnified Person harmless and such Person provides services to The Limited or any affiliate of The Limited relating directly or indirectly to any employee plan or benefit arrangement for which Benefit Services are provided under this Agreement, The Limited will exercise reasonable efforts (a) to make such agreement applicable to any Abercrombie & Fitch Indemnified Person so that each Abercrombie & Fitch Indemnified Person is held harmless or indemnified to the same extent as any Limited Indemnified Person or (b) otherwise make available to each Abercrombie & Fitch Indemnified Person the benefits of such agreement. Section 4.7. Notice of Certain Matters. If Abercrombie & Fitch at any time believes that The Limited is not in full compliance with its obligations under Section 4.1 of this Agreement, Abercrombie & Fitch shall so notify The Limited in writing promptly (but not later than 30 days) after becoming aware of such possible non-compliance by The Limited. Such notice (a "Non-Compliance Notice") shall set forth in reasonable detail the basis for Abercrombie & Fitch's belief as well as Abercrombie & Fitch's view as to the steps to be taken by The Limited to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of The Limited and Abercrombie & Fitch shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance Notice. In the event such matters are not resolved through such discussions, Abercrombie & Fitch may elect to terminate The Limited's obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 5.2, but if it does not elect to terminate such Service or Services within 60 days of the end of the 30-day period referred to in the immediately preceding sentence, Abercrombie & Fitch shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter. ARTICLE 5 Term and Termination Section 5.1. Term. Except as otherwise provided in this Article 5, in Section 7.5 or as otherwise agreed in writing by the parties, (a) this Agreement shall have a term of three years from the Effective Date and (b) The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, a Service shall cease as of the applicable date set forth in the applicable Schedules or such earlier date determined in accordance with Section 5.2. Section 5.2. Termination. (a) Abercrombie & Fitch may (i) from time to time terminate this Agreement with respect to one or more of the Services, in whole or in part, upon giving at least 30 days' prior notice to The Limited or (ii) terminate this Agreement at any time upon 30 days' written notice. (b) The Limited may terminate any Service at any time if Abercrombie & Fitch shall have failed to perform any of its material obligations under this Agreement relating to any such Service, The Limited has notified Abercrombie & Fitch in writing of such failure and such failure shall have continued for a period of 30 days after receipt of Abercrombie & Fitch of written notice of such failure. (c) Abercrombie & Fitch may terminate any Service at any time if The Limited shall have failed to perform any of its material obligations under this Agreement relating to any such Service, Abercrombie & Fitch has notified The Limited in writing of such failure, and such failure shall have continued for a period of 30 days after receipt by The Limited of written notice of such failure. Section 5.3. Effect of Termination. (a) Other than as required by law, upon termination of any Service pursuant to Section 5.2, and upon termination of this Agreement in accordance with its terms, The Limited will have no further obligation to provide the terminated Service (or any Service, in the case of termination of this Agreement) and Abercrombie & Fitch will have no obligation to pay any fees relating to such Services or make any other payments hereunder; provided that notwithstanding such termination, (i) Abercrombie & Fitch shall remain liable to The Limited for fees owed and payable in respect of Services provided prior to the effective date of the termination; (ii) The Limited shall continue to charge Abercrombie & Fitch for administrative and program costs relating to benefits paid after but incurred prior to the termination of any Service and other services required to be provided after the termination of such Service and Abercrombie & Fitch shall be obligated to pay such expenses in accordance with the terms of this Agreement; and (iii) the provisions of Articles 4, 5, 6 and 7 shall survive any such termination indefinitely. All program and administrative costs attributable to associates of any of the Abercrombie & Fitch Entities for The Limited Plans that relate to any period after the effective date of any such termination shall be for the account of Abercrombie & Fitch. (b) Following termination of this Agreement with respect to any Service, The Limited and Abercrombie & Fitch agree to cooperate in providing for an orderly transition of such Service to Abercrombie & Fitch or to a successor service provider. Without limiting the foregoing, The Limited agrees to (i) provide, within 30 days of the termination, copies in a format designated by The Limited, of all records relating directly or indirectly to benefit determinations of Abercrombie & Fitch associates, including but not limited to compensation and service records, correspondence, plan interpretive policies, plan procedures, administration guidelines, minutes, or any data or records required to be maintained by law and (ii) work with Abercrombie & Fitch in developing a transition schedule. ARTICLE 6 Additional Agreements Section 6.1. Confidential Information. (a) Abercrombie & Fitch and The Limited hereby covenant and agree to hold in trust and maintain confidential all Confidential Information relating to the other party or any of such other party's Subsidiaries. Without limiting the generality of the foregoing, Confidential Information relating to a party or any of its Subsidiaries shall be disclosed only to those associates of the other party who need to know such information in connection with their ordinary course employment activities and in no event shall any such Confidential Information be disclosed to any other Person. "Confidential Information" shall mean all information, materials and processes relating to a party or any Subsidiary of such party obtained by the other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof and whether in connection with this Agreement or otherwise) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to associates, vendors, customers, products, fashion, design, stores, financial performance and projections, processes, strategies, systems and real estate, but shall not include (i) information which becomes generally available other than by release in violation of the provisions of this Section 6.1, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, provided the party in question reasonably believes that such source is not or was not bound to hold such information confidential and (iii) information acquired or developed independently by a party without violating this Section 6.1 or any other confidentiality agreement with the other party. Notwithstanding any provision of this Section 6.1 to the contrary, a party may disclose such portion of the Confidential Information relating to the other party to the extent, but only to the extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a securities exchange; provided that the disclosing party first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that money damages would not be a sufficient remedy for any breach of the provisions of this Section 6.1 and that the non-breaching party shall be entitled to equitable relief in a court of law in the event of, or to prevent, a breach or threatened breach of this Section 6.1. (b) Notwithstanding the provisions of Section 6.1(a), upon a Change of Control, Abercrombie & Fitch shall (i) promptly (but in no event later than 30 days after the occurrence of such Change of Control) return to The Limited or destroy all Confidential Information in its possession (or that of any of its Subsidiaries) relating to The Limited or any of its Subsidiaries, (ii) no longer be permitted to use such Confidential Information in its business or operations (or the business or operations of any of its Subsidiaries) and (iii) promptly (but in no event later than 30 days after the occurrence of such Change of Control) deliver a written certificate to The Limited executed by Abercrombie & Fitch's Chief Executive Officer expressly acknowledging the obligations set forth in clauses (i) and (ii) of this sentence and certifying that Abercrombie & Fitch has and will continue to adhere to such requirements. Section 6.2. Associate Matters. For so long as any operations of Abercrombie & Fitch or of any of its Subsidiaries are located in any of The Limited's facilities and for one year thereafter, each of The Limited and Abercrombie & Fitch agrees that it will not, and will cause each of its Subsidiaries not to, directly or indirectly, (i) solicit or otherwise attempt to induce or influence any associate of the other party (or any of its Subsidiaries) to leave employment with his or her then-current employer or (ii) employ any associate of the other party (or any of its Subsidiaries). Section 6.3. Financial Support Arrangements. (a) Abercrombie & Fitch agrees to cooperate reasonably with any efforts undertaken by The Limited or any of its Subsidiaries intended to release The Limited and its Subsidiaries from their obligations under any guarantees (including, without limitation, guarantees of lease obligations), letters of credit, surety bonds and other financial support arrangements maintained as of the date hereof by The Limited or any of its Subsidiaries in connection with the business or operations of Abercrombie & Fitch or any of its Subsidiaries (collectively, the "Financial Support Arrangements"). (b) If, after the date hereof, (i) any amounts are drawn on or paid under any Financial Support Arrangement by The Limited or any of its Subsidiaries or (ii) The Limited or any of its Subsidiaries pays any fees, costs or expenses relating to any Financial Support Arrangement, Abercrombie & Fitch shall reimburse The Limited for such amounts promptly after receipt from The Limited of notice thereof accompanied by written evidence of the underlying payment obligation. Section 6.4. Insurance Matters. (a) From and after the date of this Agreement, The Limited shall not, and shall cause each of its Subsidiaries not to, take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of any insurance in effect on the date of this Agreement that covers all or any part of the assets, liabilities, business or employees of Abercrombie & Fitch or any Subsidiary of Abercrombie & Fitch with respect to events occurring prior to the Effective Date ("Applicable Insurance"), it being understood that in no event shall The Limited or any Subsidiary of The Limited be obligated to pay premiums with respect to periods after the Effective Date in respect of Applicable Insurance. (b) The Limited agrees that, from and after the Effective Date, all Applicable Insurance directly or indirectly applicable to any assets, liabilities, business or employees of Abercrombie & Fitch or any Subsidiary of Abercrombie & Fitch shall be for the benefit of Abercrombie & Fitch and the Subsidiaries of Abercrombie & Fitch, it being understood that such Applicable Insurance shall also be for the benefit of The Limited and its Subsidiaries to the extent directly or indirectly applicable to any assets, liabilities, business or employees of The Limited or any of its Subsidiaries. Without limiting the generality of the foregoing, from and after the Effective Date and upon Abercrombie & Fitch's reasonable request, The Limited shall use its reasonable efforts to modify, amend or assign all Applicable Insurance policies and arrangements so that Abercrombie & Fitch is the direct beneficiary of such Applicable Insurance with all rights to enforce, obtain the benefit of and take all other action in respect of such Applicable Insurance; provided that, if the modifications, amendments or assignments contemplated by this Section 6.4(b) are not permissible, The Limited shall, and shall cause each of its Subsidiaries to, use its reasonable efforts to enter into such other arrangements as Abercrombie & Fitch may reasonably request to ensure that Abercrombie & Fitch and the Subsidiaries of Abercrombie & Fitch are entitled to the benefit (to the fullest extent set forth in the relevant policies and arrangements) of any Applicable Insurance. ARTICLE 7 Miscellaneous Section 7.1. Prior Agreements. In the event there is any conflict between the provisions of this Agreement, on the one hand, and provisions of prior services agreements among any Limited Entity and any of the Abercrombie & Fitch businesses (the "Prior Agreements"), on the other hand, the provisions of this Agreement shall govern and such provisions in the Prior Agreements are deemed to be amended so as to conform with this Agreement. Section 7.2. Future Litigation and Other Proceedings. In the event that Abercrombie & Fitch (or any of its Subsidiaries or any of its or their officers or directors) or The Limited (or any of its Subsidiaries or any of its or their officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the parties have no prior agreements (as to indemnification or otherwise), the party (and its Subsidiaries and its and their officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other party's expense, with any reasonable requests by the other party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of employees as witnesses). In the event that Abercrombie & Fitch (or any of its Subsidiaries or any of its or their officers or directors) and The Limited (or any of its Subsidiaries or any of its or their officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the parties have no prior agreements (as to indemnification or otherwise), each party (and its officers and directors) shall, at their own expense, coordinate their strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to their respective interests and shall comply, at the expense of the requesting party, with any reasonable requests of the other party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses). Section 7.3. No Agency. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or, except to the extent provided in Section 4.2, constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. Section 7.4. Subcontractors. The Limited may hire or engage one or more subcontractors to perform all or any of its obligations under this Agreement; provided that, subject to Section 4.3, The Limited will in all cases remain primarily responsible for all obligations undertaken by it in this Agreement with respect to the scope, quality and nature of the Services provided to Abercrombie & Fitch. Section 7.5. Force Majeure. (a) For purposes of this Section, "force majeure" means an event beyond the control of either party, which by its nature could not have been foreseen by such party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources. (b) Without limiting the generality of Section 4.3(a), neither party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure; provided that such party shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder. (c) Promptly on becoming aware of force majeure causing a delay in performance or preventing performance of any obligations imposed by this Agreement (and termination of such delay), the party affected shall give written notice to the other party giving details of the same, including particulars of the actual and, if applicable, estimated continuing effects of such force majeure on the obligations of the party whose performance is prevented or delayed. If such notice shall have been duly given, and actual delay resulting from such force majeure shall be deemed not to be a breach of this Agreement, and the period for performance of the obligation to which it relates shall be extended accordingly; provided that if force majeure results in the performance of a party being delayed by more than 60 days, the other party shall have the right to terminate this Agreement with respect to any Service effected by such delay forthwith by written notice. Section 7.6. Entire Agreement. This Agreement (including the Schedules constituting a part of this Agreement) and any other writing signed by the parties that specifically references this Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Section 7.7. Information. Subject to applicable law and privileges, each party hereto covenants and agrees to provide the other party with all information regarding itself and transactions under this Agreement that the other party reasonably believes are required to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations. Section 7.8. Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing will be duly given upon delivery, if delivered by hand, facsimile transmission, intercompany mail, or mail, to the following addresses: (a) If to Abercrombie & Fitch, to: Abercrombie & Fitch Co. Four Limited Parkway Reynoldsburg, OH 43068 Attention: Seth R. Johnson Fax: 614-577-6950 (b) If to The Limited, to: The Limited, Inc. Three Limited Parkway Columbus, OH 43230 Attention: Samuel P. Fried Fax: 614-415-7199 with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Attention: David L. Caplan Fax: 212-450-4800 or to such other addresses or telecopy numbers as may be specified by like notice to the other parties. Section 7.9. Governing Law. This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of Delaware. Section 7.10. Dispute Resolution. Subject to Sections 6.1 and 6.2, the parties hereto agree that any dispute arising out of or in connection with this Agreement or the transactions contemplated hereby shall be submitted to arbitration. The parties shall negotiate in good faith and use all reasonable efforts to agree upon a resolution of any dispute after receipt of written notice of such dispute from a party. If the parties cannot agree on an amicable settlement within 30 days from written submission of the matter by the party to the other party, the matter shall be submitted to arbitration. Each party shall select one arbitrator, and the two arbitrators so appointed shall select a third arbitrator. In the event such arbitrators cannot agree upon a third arbitrator, a third arbitrator shall be selected in accordance with the rules as then in effect of the American Arbitration Association. The decision of two of the three arbitrators so appointed shall be conclusive and binding upon the parties to this Agreement. Any such arbitration shall be held in Columbus, Ohio under the rules to be mutually agreed upon by the arbitrators selected by the parties or, if no such agreement can be reached, under the rules as then in effect of the American Arbitration Association. Each party to any such arbitration shall pay its own expenses; provided that the fees, costs and expenses of the third arbitrator shall be borne equally by the parties. Section 7.11. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 7.12. Severability. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly. Section 7.13. Amendment. This Agreement may only be amended by a written agreement executed by both parties hereto. Section 7.14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Section 7.15. Services to The Limited. Abercrombie & Fitch agrees to permit the Limited Entities to use the trademarks and service marks owned by the Abercrombie & Fitch Entities at no cost to any Limited Entity in The Limited's annual reports to shareholders for fiscal years 1997 and 1998 and publicity materials and for other similar purposes through the end of fiscal year 1998. Section 7.16. Termination of Old Services Agreement. Effective as of the date hereof, The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, services under the Old Services Agreement shall terminate automatically without any further action by any party. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives. ABERCROMBIE & FITCH CO. By: ------------------------- Name: Title: THE LIMITED, INC. By: ------------------------- Name: Title: Human Resources and Benefits Services - Schedule I The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate three months after the Effective Date. Service Billing Methodology - ------- ------------------- Medical/Dental Programs Benefits/Claims Customary Billing - --------------- o Claims costs for Abercrombie & Fitch Associates participating in the following Limited Plans and programs: o Medical Plan o Short Term Disability Plan o Prescription Drug Plan o Dental Plan Administration Customary Billing - -------------- o Administration of above Abercrombie & Fitch plans and programs, including o maintenance of eligibility files upon Abercrombie & Fitch's notification of status changes o claim adjudication under the terms of applicable plans o maintenance of toll-free telephone lines for inquiries, etc. o support services (internal and external, including COBRA) Participant Contributions - ------------------------- o Participant contributions for Participant deductions above plans or direct Payroll bill to associates/retirees Other Benefit Plans Life Insurance Customary Billing - -------------- o Life insurance for Abercrombie & Fitch Associates (including Accidental Death and Dismemberment) Savings/Retirement Plans - ------------------------ o Company match/retirement Customary Billing contribution o Participant Contributions Payroll Deduction Long-Term Disability Plans - -------------------------- o Employer contributions Customary Billing o Associate contributions Payroll Deduction Other Benefit Support Services Customary Billing o Audit, Legal, Actuarial Fees and related recoveries o Payroll support of benefits administration (insurance, savings, other benefit plans and statutory requirements) Employee Stock Purchase Program Customary Billing o Payroll services Information Technology Service - Schedule II The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate on the first anniversary of the Effective Date. The costs for the services on this Schedule shall be billed using the Customary Billing method. Data Center Services Computing services consistent with services provided to Abercrombie & Fitch in the past, including: o providing the following operating environments: o MVS environment at or above the current release of MVS SP6.0.3 o Hardware environment to execute the MVS operating system described above o IBM CICS environments for Test and Production applications at or above the current release of 2.1 and 4.1, respectively o providing the following software: o IBM Database 12, Version 5.1 o IBM TSO/ISPF, release 4.4 o IBM VSAM and IDCAMS software o IBM ADDCOM, NDM, PNMS and GIX for store polling support o Compuware File-Aid software, release 8.0.1 o SAS Institute Base SAS, release 6.09 o Maintain scheduling software to run the production job streams. o Balance job streams as a means of controlling production applications. o Maintain current print distribution by DC4 operations. o Provide monitoring reports for Abercrombie & Fitch I.T. management. o Provide data transmission to other entities. ( e.g., banks). o Maintain the Abercrombie & Fitch Polling modems in the DC3 data center. o Maintain hardware for tape and DASD support. o Maintain current connectivity to the SNA network at the Abercrombie & Fitch offices in Reynoldsburg. o Sufficient spool capacity for reports to laser and impact printers. o Maintain storage libraries for Abercrombie & Fitch to store Test and Production source code and object code, including ADCSLIB, ASM, COBOL, CNTL, PROCLIB, COPYLIB, MAPLIB, PARMLIB, SAS, VSAM and DOC libraries. Year 2000 Services o Maintain a testing environment consistent with other Limited Inc. businesses for compliance testing of MVS systems. o Allow Abercrombie & Fitch to complete work under the Limited Project Management Office towards meeting ITAA standards for Year 2000. Technical Services o Technical support for physical data in DB/2 and VSAM. o Technical support for SNA and VTAM. o Technical support for system usage. ( i.e. new users, RACF ID's). Telecommunications Services o Provide move/add/change services to Reynoldsburg offices o Maintain telecom switch and connections to Ameritech and MCI. Point-of-Sale Help Desk Services o Provide the current point-of-sale help desk support from Limited stores at or above current levels. Distribution Center Services - Schedule III The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate on the third anniversary of the Effective Date. The following merchandise will not be commingled with other Limited Inc. businesses without the prior written approval of Abercrombie & Fitch. The costs for the services on this Schedule shall be billed using the Customary Billing method, except as otherwise indicated. Labor Services The Limited's Distribution Center is to provide a fully dedicated management staff with the ability to obtain and provide full-time, part-time and temporary help on an as-needed basis to perform the following processes: o Receive goods using current methodology, including the following: o A sample of receipts pre-counted. o Receipts "key-received" and data entered into the Abercrombie & Fitch warehouse system. o Samples of merchandise receipts selected for inspection. o Receipts extracted to either be warehoused in backstock or processed to stores as determined by the distribution methodology of Abercrombie & Fitch. o Handle receipts that require special handling such as ticketing, re-ticketing, sorting, quality inspection, marketing applied, etc. in the same manner as exists currently. o Process merchandise to stores in accordance with the allocation methodology of Abercrombie & Fitch. o Handle procedures for handling color, size or unit differences from the allocation specified by Abercrombie & Fitch in accordance with existing Abercrombie & Fitch procedures. o Data enter merchandise allocation pick cards once a store carton has been filled. o Cycle count warehoused merchandise with the goal of cycling through the Abercrombie & Fitch merchandise once each quarter. o New store merchandise to be sensor-tagged by the distribution center prior to shipment. o Magazine merchandise to be poly-bagged by the distribution center prior to shipment. o Ship completed cartons with appropriate store labels through Limited Distribution Services, Inc. ("LDS") to final destination. o In cases where LDS is not used, ship completed cartons with appropriate store labels through a carrier approved by Abercrombie & Fitch to final destination. Supplies All purchases for the distribution center to remain the responsibility of the landlord. The current procedure of tracking Abercrombie & Fitch supply purchases through purchase orders to remain in effect. Engineering Services Provide use of Limited's engineering services for the purposes of distribution center and home office modifications within the Limited campuses as well as design, site selection, construction and other services necessary to enable Abercrombie & Fitch to design and construct its own distribution center and office facility to move to upon the expiration this Agreement. Fixtures o It is understood that the Abercrombie & Fitch Distribution Center is scheduled to relocate from its current facility to an other facility owned by The Limited, with such relocation to be effected on or prior to September 1, 1998. In connection with such relocation, The Limited will purchase on Abercrombie & Fitch's behalf (with Abercrombie & Fitch to reimburse The Limited promptly for all such purchases) hangers, racks and other equipment (the "Distribution Center Equipment") required to operate such new Distribution Center in the manner agreed by Abercrombie & Fitch and The Limited prior to the date hereof. It is understood that the cost of such hangers, racks and other equipment is expected to be approximately $8 million. o The Limited shall have the option (but not the obligation) to purchase the Distribution Center Equipment relating to any portion of the Distribution Center occupied by Abercrombie & Fitch, in whole or in part, upon the termination of Abercrombie & Fitch's occupancy of such portion of the Distribution Center, at Net Book Value. "Net Book Value" of any Distribution Center Equipment shall mean the net book value of such equipment, calculated in accordance with generally accepted accounting principles using the normal asset lives (seven to ten years) of such Distribution Center Equipment. The Limited must provide written notice of its desire to exercise such option (i) 15 days after receipt by The Limited of written notice from Abercrombie & Fitch of its desire to terminate early its lease or sublease relating to its Distribution Center and home office premises or (ii) 30 days prior to the scheduled termination of such lease or sublease. Any Distribution Center Equipment which is not purchased by The Limited shall be dismantled and removed from the leased Distribution Center premises by Abercrombie & Fitch at its sole cost upon the termination of its occupancy of such premises. o Except for the arrangements with respect to the Distribution Center Equipment set forth above, all further capital improvements to the Distribution Center shall be the sole responsibility of Abercrombie & Fitch. o In the event of a Change of Control involving a Person which competes with any current business of The Limited or any of its Subsidiaries, The Limited and Abercrombie & Fitch will work in good faith and use their reasonable best efforts to develop a plan whereby Abercrombie & Fitch relocate from any facilities owned by The Limited as promptly after the Change of Control as is reasonably practicable. Transportation Services Agreement - Schedule IV The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate on the earlier to occur of (i) the third anniversary of the Effective Date and (ii) the date on which Abercrombie & Fitch no longer utilizes a distribution center located on a facility owned by The Limited or any of its Subsidiaries. It is understood that The Limited's obligation to provide or procure the services referred to in this Schedule IV is limited to the provision or procurement of such services in distribution centers located on a facility owned by The Limited or any of its Subsidiaries. Transportation and Logistic Services Billing Methodology to be Provided by Limited Distribution Services, Inc. ("LDS") o Transport merchandise from a foreign Pass-Through Billing factory to Abercrombie & Fitch's Columbus, Ohio distribution center (the "Distribution Center"), including the following: o Continue to negotiate price arrangements with certain carriers to transport merchandise from an overseas designated FOB point to the Distribution Center. o Continue to monitor and enforce the selected carriers' negotiated performance standards. o Allow Abercrombie & Fitch access to the LDS "LIFTS" freight tracking system to track both Abercrombie & Fitch and MAST deliveries. o Continue to negotiate rates and service levels for Container Freight Stations ("CFS") who receive bonded freight in Columbus, Ohio for delivery to the Distribution Center. o Continue to monitor and enforce the CFS' negotiated performance standards. o Transport merchandise from the Customary Billing Distribution Center to Abercrombie & Fitch store locations, including the following: o Continue to arrange outbound ground transportation from the Distribution Center to Abercrombie & Fitch store locations. o Negotiate price for all ground carriers used to transport merchandise to final destination. o Transport merchandise from domestic Pass-Through Billing factories to the Distribution Center, including the following: o Negotiate rates for carriers to retrieve merchandise from domestic factory locations and deliver that merchandise to the Distribution Center. o Ensure availability of LDS carriers to transport merchandise between Abercrombie & Fitch stores. Carrier rates to be negotiated by LDS. Store Planning Services - Schedule V The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate on the first anniversary of the Effective Date. The Limited and Abercrombie & Fitch agree that the capitalized construction costs for the services described in this Schedule shall be billed upon the completion of the construction of a store, and that Abercrombie & Fitch shall pay such costs for each store within 30 days after the opening of such store. Costs for services other than capitalized construction costs shall be billed in accordance with the Customary Billing Methodology. Store Planning Services to be provided Billing Methodology by Limited Store Planning Limited Store Planning, Inc. ("LSP") Customary Billing will provide the following services to Abercrombie & Fitch for Abercrombie & Fitch stores to be opened or remodeled in 1998: o Initial design of space o Production of architectural and mechanical drawings of the store design o Construction of store to drawing specifications o Purchasing, shipment, and installation of materials o Project management and accumulation of capital costs o Assisting Abercrombie & Fitch as necessary in the transition of responsibility from LSP to Abercrombie & Fitch, including the transfer of following: o Store design plans o Project management software o Information pertaining to contractors, suppliers, and other non-Limited resources used in the design and construction of Abercrombie & Fitch stores Real Estate Services - Schedule VI The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate on the first anniversary of the Effective Date. The costs for the services on this Schedule shall be billed using the Customary Billing method. Real Estate Services to be provided by Limited Real Estate Limited Real Estate ("LRE") will provide the following services to Abercrombie & Fitch: o Complete necessary deal follow-up and legal work for all deals in process at the Effective Date. o Provide Abercrombie & Fitch with the following: o Leasing files, center maps, leasing plans and contact person information for: o all existing Abercrombie & Fitch locations. o the top 600 centers. o premier specialty centers. o The Limited's list of developers, corporate offices, contacts, phone numbers, etc. o Copies of PCR's and ROA's for all existing and approved Abercrombie & Fitch deals. o Copies, including disc copies, if applicable, of existing form leases with developers and Limited form leases. o Copies of all Abercrombie & Fitch leases. o Current version of the in-house developed real estate system and data. o Allow Abercrombie & Fitch to participate in the consolidated utility management system related to deregulation. Tax Services- Schedule VII The Limited's obligation to provide or procure, and Abercrombie & Fitch's obligation to purchase, the services described in this Schedule shall terminate no later than the filing due date for the income tax returns of Abercrombie & Fitch for fiscal year 1998. The costs for the services on this Schedule shall be billed using the Customary Billing method. The Limited will: o provide assistance and coordinate with outside tax accountants and professional as is reasonably necessary for the preparation and filing of the following income tax returns of Abercrombie & Fitch: o federal consolidated income tax returns for the tax periods ending on or before January 30, 1999. o combined and separate state income or franchise tax returns for tax periods ending on or before January 30, 1999. o assist Abercrombie & Fitch in preparing tax packages and determining the amount of estimated income tax installments for the federal and state income taxes for the tax periods described above. o assist Abercrombie & Fitch to the extent necessary in the transition of tax responsibility from The Limited to Abercrombie &Fitch, by o providing access to various tax resources of The Limited, including tax library, tax software and tax personnel; o allowing a designated Abercrombie & Fitch person to observe, learn and participate in the planning, preparation and filing of Abercrombie &Fitch income tax returns described above; and o providing tax planning services regarding Abercrombie & Fitch's income taxes for the tax periods described above. EX-10.6 5 EXHIBIT 10.6 FORM OF AMENDMENT TO SUBLEASE AGREEMENT This amendment to the Sublease Agreement dated June 11, 1995 (the "Sublease Agreement") between Victoria's Secret Stores, Inc., a Delaware corporation (hereinafter referred to as "Landlord") and Abercrombie & Fitch Co., a Delaware corporation (hereinafter referred to as "Tenant") is entered into and made as of the _____ day of _________________, 1998, by and between the Landlord and the Tenant. W I T N E S S E T H: WHEREAS, Landlord has leased from Distribution Land Corp., a Delaware corporation ("DLC"), a certain office/warehouse distribution facility containing approximately 951,798 square feet of floor space, identified on Exhibit A attached to the Sublease Agreement (the "Building"), pursuant to the terms of that certain Building Lease Agreement between Landlord and DLC dated as of June 1, 1995 (the "Building Lease"); and WHEREAS, the Building is located upon an approximately 321.1 acre parcel of land located at the intersection of East Broad Street (State Route 16) and Taylor Road, Reynoldsburg, Ohio, which land is depicted on Exhibit A attached to the Sublease Agreement (the "Campus"); and WHEREAS, Landlord subleased to Tenant a portion of the Building as more particularly described in the Sublease Agreement (the "Premises") and granted to Tenant the right to utilize certain common areas and facilities located within the Building and the Campus, all subject to the terms and conditions of the Sublease Agreement and the Building Lease; and WHEREAS, Landlord and Tenant desire to amend the Sublease Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the premises described above and the mutual promises set forth herein, Landlord and Tenant, intending to be legally bound, hereby agree as follows: Section 1. Definitions. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Sublease Agreement. Section 2. Amendments. Effective as of the date hereof, the parties agree that the Sublease Agreement shall be amended as follows: (a) Section 1.02.C(ii) shall be deleted and replaced with the following: "(ii) The space within the Premises is further depicted on the floor plan attached hereto as Exhibit B and made a part hereof by this reference, and consists of the following approximate number of square feet: 271,617 (consisting of 70,320 square feet of office space and 201,297 square feet of distribution space)" (b) Section 1.02.D shall be deleted and replaced with the following: "D. Term: Six (6) years, beginning on June 1, 1995 (the "Commencement Date") and ending on May 31, 2001 (the "Expiration Date")" (c) Section 1.02.E(i) shall be deleted and replaced with the following: "(i) Office space - $11.00 per square feet, or $773,520.00" (d) Section 1.02.E(iii) shall be deleted and replaced with the following: "(iii) Total Annual Base Rent (for distribution and office space) of $1,347,216.45" (e) Section 1.02.F shall be deleted and replaced with the following: "F. Monthly Installments of Base Rent (for distribution and office space): $112,268.04" (f) Section 1.02.G and Section 3.05 shall be deleted in their entirety. (g) Exhibit B shall be deleted and replaced with the new Exhibit B attached hereto. Section 3. No Other Modifications. Except as amended hereby, the Sublease Agreement shall remain unchanged and the Sublease Agreement as amended shall remain in full force and effect. Section 4. Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State of Ohio. Section 5. Successors and Assigns. This Amendment and the respective rights and obligations of the parties hereto shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, as well as the parties themselves. Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and said counterparts shall together constitute one and the same instrument, binding all of the parties hereto, notwithstanding all of the parties are not signatory to the original or the same counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Witnesses as to Landlord: LANDLORD: VICTORIA'S SECRET STORES, INC., a Delaware corporation ________________________________ By: ______________________________ Print Name:_____________________ Name: Title: - -------------------------------- Print Name:_____________________ ATTESTED BY: - -------------------------------- ---------------------------------- Print Name:_____________________ Name: Title: - -------------------------------- Print Name:_____________________ Witnesses as to Tenant: TENANT: ABERCROMBIE & FITCH, INC., a Delaware corporation ________________________________ By: _____________________________ Print Name:_____________________ Name: Title: - -------------------------------- Print Name:_____________________ ATTESTED BY: - -------------------------------- --------------------------------- Print Name:_____________________ Name: Title: - -------------------------------- Print Name:_____________________ STATE OF OHIO, COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this ____ day of ____________, 1998, by __________________ and __________________, ______________, respectively, of Victoria's Secret Stores, Inc., a Delaware corporation, on behalf of the corporation. --------------------------------- Notary Public [Notarial Seal] STATE OF OHIO, COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this _____ day of ____________, 1998, by ______________________ and ____________________, ___________________, respectively, of Abercrombie & Fitch, Inc., a Delaware corporation, on behalf of the corporation. --------------------------------- Notary Public [Notarial Seal] EX-23.1 6 Exhibit 23.1 [LETTERHEAD OF COOPERS & LYBRAND L.L.P.] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement of Form S-4 (File No. 333-46423) of our report dated February 20, 1998, on our audits of the consolidated financial statements of The Limited, Inc. as of January 31, 1998 and February 1, 1997, and for the years ended January 31, 1998, February 1, 1997 and February 3, 1996. We also consent to the reference to our Firm under the caption "Experts". /s/ Coopers & Lybrand L.L.P. ------------------------------ Coopers & Lybrand L.L.P. Columbus, Ohio April 7, 1998 EX-23.2 7 Exhibit 23.2 [LETTERHEAD OF COOPERS & LYBRAND L.L.P.] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this Registration Statement of Form S-4 (File No. 333-46423) of our report dated February 20, 1998, on our audits of the consolidated financial statements of Abercrombie & Fitch Co. as of January 31, 1998 and February 1, 1997, and for the years ended January 31, 1998, February 1, 1997, and February 3, 1996. We also consent to the reference to our Firm under the caption "Experts". /s/ Coopers & Lybrand L.L.P. ------------------------------- Coopers & Lybrand L.L.P. Columbus, Ohio April 7, 1998 EX-99.01 8 EXHIBIT 99.01 LETTER OF TRANSMITTAL To Accompany Certificates of Common Stock of THE LIMITED, INC. Tendered pursuant to the Offering Circular-Prospectus dated ____________, 1998 THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ___________, 1998, UNLESS THE EXCHANGE OFFER IS EXTENDED. To: First Chicago Trust Company of New York, Exchange Agent If by mail: If by hand: If by overnight delivery: First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company of New York of New York of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4660 c/o The Depository Trust Company Suite 4680 P.O. Box 2569 55 Water Street, DTC TAD 14 Wall Street, 8th Floor Jersey City, New Jersey Vietnam Veterans Memorial Plaza New York, New York 07303-2569 New York, New York 10041 10005
If by facsimile transmission: (For Eligible Institutions only) (201) 222-4720 or (201) 222-4721 Facsimile confirmation number: (201) 222-4707 BY COMPLETING THE BOX BELOW AND SIGNING THIS LETTER OF TRANSMITTAL, YOU WILL HAVE TENDERED SHARES OF LIMITED COMMON STOCK REPRESENTED BY THE CERTIFICATE(S) DESCRIBED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. Box #1
DESCRIPTION OF CERTIFICATE(S) --------------------------------------------------------------------------------------------------- Number of Name(s) and Address(es) of Registered Holder(s) Shares Number of (Please fill in, if blank, exactly as name(s) Certificate Represented By Shares appear(s) on stock certificate(s)) Number(s)(*) Certificate(s)(*) Tendered(**) ----------------------------------------------- ------------ ----------------- ------------ TOTAL
* Need not be completed by Book-Entry Holders (see below). ** Unless otherwise indicated in this column, you will be deemed to have tendered all of the shares of Limited Common Stock represented by the certificate(s) indicated in the first column. See Instruction 2 below. DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. LIMITED STOCKHOLDERS SHOULD READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY. HOWEVER, YOUR ATTENTION IS INVITED IN PARTICULAR TO THE FOLLOWING: 1. If you want to retain your Limited Common Stock, you do not need to take any action. 2. If you want to participate in the Exchange Offer and wish to maximize the chance of having The Limited accept for exchange all the shares of Limited Common Stock you are tendering hereby, you should check the box marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION" in Box #2 below and complete the other portions of this Letter of Transmittal as appropriate. 3. If you wish to select a specific Exchange Ratio at which you will be tendering your shares of Limited Common Stock, you should select one of the boxes in the section captioned "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER" in Box #2 below and complete the other portions of this Letter of Transmittal as appropriate. IN ANY EVENT, YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFERING CIRCULAR-PROSPECTUS OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TOLL-FREE NUMBER INDICATED ON PAGE 23. LADIES AND GENTLEMEN: Reference is made to the Offering Circular-Prospectus dated __________, 1998 (the "Offering Circular-Prospectus"), of The Limited, Inc. ("The Limited"), and this Letter of Transmittal which together constitute The Limited's offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share (the "A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ____ nor less than ______ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth herein and in the Offering Circular-Prospectus. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein have the same meanings as in the Offering Circular-Prospectus. The Exchange Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on __________, 1998 (the "Expiration Date"), unless extended in accordance with applicable law and the terms of the Exchange Offer, in which event the term "Expiration Date" shall mean the latest time and date at which the Exchange Offer, as extended, shall expire. Upon the terms and subject to the conditions of the Exchange Offer, I hereby tender to you the shares of Limited Common Stock represented by the certificate(s) described in Box #1 above. Subject to, and effective upon, the acceptance for exchange of such tendered shares of Limited Common Stock, I hereby sell, assign and transfer to you, or upon your order, all right, title and interest in and to such shares. I hereby irrevocably constitute and appoint the Exchange Agent as my true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as your agent) with respect to such tendered shares of Limited Common Stock, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) (i) to deliver stock certificates representing such tendered shares of Limited Common Stock or transfer ownership of such shares on the account books maintained by The Depository Trust Company (the "Book-Entry Transfer Facility"), together, in any such case, with all accompanying evidences of transfer and authenticity, to you or upon your order, upon receipt by the Exchange Agent, as my agent, of shares of A&F Common Stock, to which I am entitled upon the acceptance for exchange by you of such tendered shares of Limited Common Stock; (ii) to present certificate(s) representing such tendered shares of Limited Common Stock for transfer on your books; and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the Exchange Offer. If my tendered shares of Limited Common Stock are accepted for exchange, I will be entitled to receive certificates representing shares of A&F Common Stock ("A&F Certificates"). I hereby represent and warrant to you that I have full power and authority to tender, sell, assign and transfer the shares of Limited Common Stock that I have tendered and that when such shares are accepted by you for exchange pursuant to the Exchange Offer, you will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that none of such shares of Limited Common Stock will be subject to any adverse claim when you accept such shares for exchange. I will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or you to be necessary or desirable to complete the sale, assignment and transfer of the shares of Limited Common Stock that I have tendered. All authority conferred or agreed to be conferred in this Letter of Transmittal and all of my obligations hereunder shall be binding upon my successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive, my death or incapacity. This tender may be withdrawn only in accordance with the procedures set forth in the Offering Circular-Prospectus and the Instructions contained in this Letter of Transmittal. I understand that the maximum number of shares of Limited Common Stock which will be accepted for exchange will be that number of shares which, when multiplied by the Final Exchange Ratio, equals 43,600,000 shares of A&F Common Stock. I understand that if more than such maximum number of shares of Limited Common Stock are tendered at Exchange Ratios at or below the Final Exchange Ratio, the Exchange Offer will be oversubscribed, and shares of Limited Common Stock tendered at or below the Final Exchange Ratio will be subject to proration in accordance with the terms set forth in the Offering Circular-Prospectus under "The Exchange Offer--Terms of the Exchange Offer". I understand that, upon acceptance by you of the shares of Limited Common Stock that I have tendered, I will be deemed to have accepted the shares of A&F Common Stock exchanged therefor and will be deemed to have relinquished all rights with respect to the accepted shares of Limited Common Stock. I recognize that, under certain circumstances and subject to certain conditions to the Exchange Offer (which you may waive) set forth in the Offering Circular-Prospectus, you may not be required to accept for exchange any of the shares of Limited Common Stock that I have tendered (including any shares of Limited Common Stock tendered after the Expiration Date). Shares of Limited Common Stock delivered to the Exchange Agent and not accepted for exchange will be returned to me as promptly as practicable following expiration or termination of the Exchange Offer at the address set forth on the cover page of this Letter of Transmittal under "Description of Certificate(s)" (Box #1) unless otherwise indicated under "Special Delivery Instructions" (Box #6) below. I understand that you will, upon the terms and subject to the conditions of the Exchange Offer, conduct the Exchange Offer as a modified "Dutch auction" in which each Limited stockholder has the opportunity to pick an Exchange Ratio within the Exchange Ratio Range (in increments of __________) at which he or she is willing to exchange some or all of his or her Limited Common Stock for shares of A&F Common Stock. I understand that a "Dutch auction" is a competitive bid between me and other Limited stockholders where the Final Exchange Ratio is the lowest bid which would permit the maximum number of the shares of A&F Common Stock owned by The Limited to be exchanged in the Exchange Offer. I also understand that if I wish to maximize the chance of having The Limited accept for exchange all of the shares of Limited Common Stock I am tendering (subject to the possiblity of proration), I am entitled to indicate that I am willing to accept the Exchange Ratio determined by the "Dutch auction" process. See "Box # 2". I understand that all shares of Limited Common Stock properly tendered at Exchange Ratios at or below the Final Exchange Ratio and not withdrawn prior to the Expiration Date will be exchanged at the Final Exchange Ratio, upon the terms and subject to the conditions of the Exchange Offer, including its proration provisions, and that you will return all shares not exchanged pursuant to the Exchange Offer, including shares tendered and not withdrawn prior to the Expiration Date at Exchange Ratios greater than the Final Exchange Ratio and shares not exchanged because of proration. If proration of tendered shares of Limited Common Stock is required, I understand that you do not expect to be able to announce the final proration factor or to commence delivery of any shares of A&F Common Stock pursuant to the Exchange Offer until approximately seven business days after the Expiration Date. Unless otherwise indicated under "Special Issuance Instructions" (Box #5) below, please issue (i) the A&F Certificate(s) to which I am entitled, (ii) if applicable, a check in lieu of a fractional share equal to such fraction multiplied by the average gross selling price per share, net of commissions, of A&F Common Stock obtained by the Exchange Agent upon the sale of all fractional shares on behalf of those tendering stockholders of The Limited otherwise entitled to receive fractional shares (a "Fractional Share Check"), and (iii) if applicable, the certificate(s) representing any shares of Limited Common Stock not tendered by me or any tendered shares that are not accepted for exchange, in each case in the name(s) of the registered holder(s) shown on the cover page of this Letter of Transmittal under "Description of Certificate(s)" (Box #1). Unless otherwise indicated in the box entitled "Special Delivery Instructions" (Box #6) below, please send (i) the A&F Certificate(s) to which I am entitled, (ii) if applicable, a Fractional Share Check, in each case issued in the name(s) of the registered holder(s) shown on the cover page of this Letter of Transmittal under "Description of Certificate(s)" (Box #1), and (iii) if applicable, the certificate(s) representing any shares of Limited Common Stock not tendered by me or any shares tendered herewith and not accepted for exchange by you (and accompanying documents, as appropriate), in each case to the address(es) of the registered holder(s) shown on the cover page of this Letter of Transmittal under "Description of Certificate(s)" (Box #1). Any shares of Limited Common Stock delivered by book-entry transfer that are not tendered or any shares tendered herewith delivered by book-entry transfer that are not accepted for exchange will be credited to the account at the Book-Entry Transfer Facility. I recognize that you have no obligation pursuant to the "Special Issuance Instructions" to transfer any shares of Limited Common Stock from the name of the registered holder(s) hereof if you do not accept for exchange such shares. If Boxes #5 and #6 entitled "Special Issuance Instructions" and "Special Delivery Instructions" are both completed, please issue (i) the A&F Certificate(s) to which I am entitled, (ii) if applicable, a Fractional Share Check, and (iii) if applicable, the certificate(s) representing any shares of Limited Common Stock not tendered by me or any tendered shares that are not accepted for exchange, in each case in the name(s) of, and mail such certificate(s) and check (and accompanying documents, as appropriate) to, the person(s) so indicated. I understand that the delivery and surrender of the shares of Limited Common Stock that I have tendered is not effective, and the risk of loss of the shares of Limited Common Stock (including shares of Limited Common Stock tendered herewith) does not pass to the Exchange Agent, until receipt by the Exchange Agent of this Letter of Transmittal, or a manually signed facsimile hereof, duly completed and signed, or an Agent's Message (as defined in the Offering Circular-Prospectus under "The Exchange Offer--Procedures for Tendering Shares of Limited Common Stock") in connection with a book-entry transfer of shares, together with all accompanying evidences of authority in form satisfactory to you and any other required documents. All questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of Limited Common Stock will be determined by you in your sole discretion and such determination shall be final and binding upon all tendering stockholders. I understand that a tender of shares of Limited Common Stock made pursuant to any method of delivery set forth in the Offering Circular-Prospectus and your acceptance for exchange of such shares pursuant to the procedures described in the Offering Circular-Prospectus under "The Exchange Offer--Procedures for Tendering Shares of Limited Common Stock" and in the Instructions hereto will constitute a binding agreement between us upon the terms and subject to the conditions of the Exchange Offer, including my representation that (i) I own the shares of Limited Common Stock being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, and (ii) the tender of such shares of Limited Common Stock complies with Rule 14e-4. ----------------------- PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW This Letter of Transmittal is to be used by tendering stockholders if either (i) the certificate(s) representing shares of Limited Common Stock are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at the Book-Entry Transfer Facility or (ii) guaranteed delivery procedures are being used, according to the procedures set forth in the Offering Circular-Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure". Delivery of documents to the Book-Entry Transfer Facility in accordance with its procedures does not constitute delivery to the Exchange Agent as required by the Offering Circular-Prospectus. Holders of Limited Common Stock will receive that fraction of a share of A&F Common Stock represented by the Final Exchange Ratio for each share of Limited Common Stock accepted for exchange. A holder of shares of Limited Common Stock wishing to tender portions of his or her holdings of Limited Common Stock at different Exchange Ratios must complete a separate Letter of Transmittal for each Exchange Ratio at which he or she wishes to tender such portion of his or her shares of Limited Common Stock. Participants in The Limited's Stock Purchase Plan or Savings and Retirement Plan may not use this Letter of Transmittal to tender shares of Limited Common Stock held in either Plan. Instead, participants in these Plans must use the separate election forms which will be sent separately. ----------------------- Box #2 THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF LIMITED COMMON STOCK. SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION |_| I want to maximize the chance of having The Limited accept for exchange all the shares of Limited Common Stock I am tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE EXCHANGE RATIO BOXES BELOW, I hereby tender shares of Limited Common Stock at, and am willing to accept, the Exchange Ratio resulting from the Dutch auction tender process. This action could result in receiving an Exchange Ratio as low as ___ of a share of A&F Common Stock per share of Limited Common Stock. OR SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ [ ] _______ Box #3 THE FOLLOWING MUST BE COMPLETED ONLY IF SHARES OF LIMITED COMMON STOCK HELD IN THE LIMITED'S DIVIDEND REINVESTMENT PLAN ARE TO BE TENDERED. See Instruction 6. |_| By checking this box, I represent that I am a participant in The Limited's Dividend Reinvestment Plan and hereby instruct the Plan Administrator to tender on my behalf the following number of shares of Limited Common Stock credited to my Dividend Reinvestment Plan account(s) at the Exchange Ratio indicated in Box #2 of this Letter of Transmittal: ____ shares* * I understand and agree that all shares of Limited Common Stock held in my Dividend Reinvestment Plan account(s) will be tendered if the above box is checked and the space above is left blank. Box #4 THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS. |_| CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED SHARES OF LIMITED COMMON STOCK ARE ENCLOSED HEREWITH. |_| CHECK HERE IF TENDERED SHARES OF LIMITED COMMON STOCK ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution:____________________________________________ Account Number at Book-Entry Transfer Facility:___________________________ Transaction Code Number:__________________________________________________ |_| CHECK HERE IF THE CERTIFICATE(S) REPRESENTING TENDERED SHARES OF LIMITED COMMON STOCK ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (See Instruction 1): Name(s) of Registered Holder(s):__________________________________________ Date of Execution of Notice of Guaranteed Delivery:_______________________ Window Ticket No. (if any):_______________________________________________ Name of Institution that Guaranteed Delivery:_____________________________ If delivered by Book-Entry Transfer, Account Number at Book-Entry Transfer Facility:___________________________ Transaction Code Number:__________________________________________________ THE FOLLOWING MUST BE COMPLETED BY TENDERING STOCKHOLDERS WHO HAVE SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS. Box #5 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if shares of Limited Common Stock not tendered or any shares of Limited Common Stock not accepted for exchange, A&F Certificate(s) and/or any Fractional Share Check issued in connection therewith are to be issued in the name of someone other than the undersigned. Issue: (check appropriate box(es)): |_| A&F Certificate(s) to: |_| Fractional Share Check to: |_| Limited Common Stock certificate(s) to: Name(s):_______________________________________________________________________ (Please Print) _______________________________________________________________________________ (Please Print) Address:_______________________________________________________________________ Zip code _________________________________________________ Employer Identification or Social Security Number Box #6 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if shares of Limited Common Stock not tendered or any shares of Limited Common Stock not accepted for exchange, A&F Certificate(s) and/or any Fractional Share Check issued in connection therewith are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown in the box entitled "Description of Certificate(s)" on the cover page of this Letter of Transmittal. Mail: (check appropriate box(es)): |_| A&F Certificate(s) to: |_| Fractional Share Check to: |_| Limited Common Stock certificate(s) to: Name(s):_______________________________________________________________________ (Please Print) _______________________________________________________________________________ (Please Print) Address:_______________________________________________________________________ Zip code Box #7 THE FOLLOWING MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS. IMPORTANT--PLEASE SIGN HERE (Please Complete Substitute Form W-9 on Reverse) (See Instructions 1 and 4) X______________________________________________________________________________ X______________________________________________________________________________ Signature(s) of Owner(s) In the case of tendering stockholders, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the Limited Common Stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4. Name(s):_______________________________________________________________________ _______________________________________________________________________________ (Please Print) Capacity:______________________________________________________________________ Address:_______________________________________________________________________ (Include Zip Code) Area Code and Telephone No.:___________________________________________________ Date:________________________________________________, 1998 Box #8 THE FOLLOWING MUST BE COMPLETED BY TENDERING STOCKHOLDERS WHO ARE REQUIRED TO PROVIDE SIGNATURE GUARANTEES. See Instructions 1 and 4. SIGNATURE GUARANTEE FOR USE BY ELIGIBLE INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. Signature(s) Guaranteed by an Eligible Institution:____________________________ (Authorized Signature) Name:__________________________________________________________________________ (Please Print) Title:_________________________________________________________________________ Name of Firm:__________________________________________________________________ Address:_______________________________________________________________________ (Include Zip Code) Area Code and Telephone No.:___________________________________________________ Date:_________________________________________________, 1998 Box #9 THE FOLLOWING MUST BE COMPLETED ONLY IF A SOLICITING DEALER FEE IS TO BE PAID IN CONNECTION WITH THIS TENDER. See Instruction 10. NOTICE OF SOLICITED TENDERS |_| By checking this box, I represent that my tender was affirmatively solicited by the Soliciting Dealer listed below: Name of Firm:__________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant:_____________________________ Identification Number (if known):______________________________________________ Address:_______________________________________________________________________ (Include Zip Code) INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. Delivery of this Letter of Transmittal and Limited Common Stock Certificate(s) This Letter of Transmittal is to be completed by stockholders if either (i) the certificate(s) representing shares of Limited Common Stock tendered herewith are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedures for book-entry transfer set forth in the Offering Circular-Prospectus under "The Exchange Offer--Procedures for Tendering Shares of Limited Common Stock" or (ii) the shares of Limited Common Stock will be tendered pursuant to the guaranteed delivery procedures set forth in the Offering Circular-Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure". The certificate(s) representing shares of Limited Common Stock tendered herewith, or confirmation of any book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility of shares of Limited Common Stock tendered electronically, as well as a properly completed and duly executed copy of this Letter of Transmittal or a manually signed facsimile hereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein prior to the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S) REPRESENTING SHARES OF LIMITED COMMON STOCK TENDERED HEREWITH AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, BUT, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF CERTIFICATE(S) REPRESENTING SHARES OF LIMITED COMMON STOCK TENDERED HEREWITH ARE SENT BY MAIL IT IS RECOMMENDED THAT TENDERING STOCKHOLDERS USE REGISTERED MAIL, RETURN RECEIPT REQUESTED AND ALLOW SUFFICIENT TIME TO ENSURE TIMELY RECEIPT. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. No alternative, conditional or contingent tenders will be accepted for exchange in the Exchange Offer. All tendering stockholders, by execution of this Letter of Transmittal or a manually signed facsimile hereof, waive any right to receive any notice of the acceptance of their shares of Limited Common Stock for exchange. Holders whose stock certificate(s) representing shares of Limited Common Stock are not immediately available or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver their certificate(s) and all other required documents to the Exchange Agent prior to the Expiration Date may tender their shares of Limited Common Stock pursuant to the guaranteed delivery procedure set forth in the Offering Circular-Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure". Pursuant to such procedure: (i) such tender must be made by or through a participant in the Security Transfer Agents Medallion Program or the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (an "Eligible Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by The Limited setting forth the name and address of the holder and the number of shares of Limited Common Stock tendered, stating that the tender is being made thereby and guaranteeing that, within three business days after the date of the Notice of Guaranteed Delivery, the certificate(s) representing the shares of Limited Common Stock accompanied by all other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (iii) the certificate(s) representing the shares of Limited Common Stock tendered herewith (or a confirmation of a book-entry transfer of such shares of Limited Common Stock into the Exchange Agent's account at the Book-Entry Transfer Facility as described above), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile hereof) and any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required hereby, must be received by the Exchange Agent within three business days after the date of the Notice of Guaranteed Delivery, all as provided in the Offering Circular-Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure". 2. Partial Tenders (Not Applicable to Stockholders who Tender by Book-Entry Transfer); Withdrawals If less than all the shares of Limited Common Stock evidenced by any certificate(s) are to be tendered, the tendering holder should fill in the number of shares to be tendered in the part of Box #1 entitled "Number of Shares Tendered". A reissued certificate representing the number of shares of Limited Common Stock not tendered will be issued in the name of, and sent to, such registered holder, unless otherwise indicated under "Special Issuance Instructions" (Box #5) or "Special Delivery Instructions" (Box #6) above, as soon as practicable after the Expiration Date. THE ENTIRE NUMBER OF SHARES OF LIMITED COMMON STOCK REPRESENTED BY ANY CERTIFICATE(S) DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. Any tendering holder of shares of Limited Common Stock may withdraw the tender at any time prior to the Expiration Date, and may also withdraw such tender after the expiration of 40 business days from the commencement of the Exchange Offer, unless theretofore accepted for exchange as provided in the Offering Circular-Prospectus. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above and must comply with the requirements set forth in the Offering Circular-Prospectus under "The Exchange Offer--Withdrawal Rights". Withdrawals may not be rescinded, and shares of Limited Common Stock withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. However, withdrawn shares of Limited Common Stock may be retendered by again following one of the procedures described in the Offering Circular-Prospectus under the caption "The Exchange Offer--Procedures for Tendering Shares of Limited Common Stock" at any time prior to the Expiration Date. 3. Indication of Exchange Ratio at which Shares of Limited Common Stock are being Tendered For shares of Limited Common Stock to be properly tendered, the holder of shares of Limited Common Stock MUST check either (i) the box within Box #2 indicating his or her willingness to accept the Exchange Ratio determined by Dutch auction in the box entitled "Shares Tendered at Exchange Ratio Determined by Dutch Auction" or (ii) the box within Box #2 indicating the fraction of a share of A&F Common Stock that he or she is willing to receive in exchange for a share of Limited Common Stock in the box entitled "Shares Tendered at Exchange Ratio Determined by Stockholder". Tenders at an Exchange Ratio selected by the tendering stockholder may only be made in increments of _____. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF LIMITED COMMON STOCK. A holder of shares of Limited Common Stock wishing to tender portions of his or her Limited Common Stock at different Exchange Ratios must complete a separate Letter of Transmittal for each Exchange Ratio at which he or she wishes to tender such portion of his or her Limited Common Stock. The same shares of Limited Common Stock cannot be tendered (unless previously properly withdrawn as provided in the Offering Circular-Prospectus under the caption "The Exchange Offer--Withdrawal Rights") at more than one Exchange Ratio. Holders of shares of Limited Common Stock who wish to maximize the chance that their shares will be exchanged at the relevant Final Exchange Ratio may check the box within Box #2 marked "Shares Tendered at Exchange Ratio Determined by Dutch Auction". Checking this box may result in an Exchange Ratio equal to the Minimum Exchange Ratio of ____ of a share of A&F Common Stock per share of Limited Common Stock. 4. Signatures on this Letter of Transmittal; Stock Powers and Endorsements; Guarantee of Signatures If this Letter of Transmittal is signed by the registered holder(s) of the shares of Limited Common Stock tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) representing the shares of Limited Common Stock without alteration, enlargement or any other change whatsoever. If any of the shares of Limited Common Stock tendered hereby are registered in the name of two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered shares of Limited Common Stock are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the shares of Limited Common Stock listed and tendered hereby, no endorsements of certificates or separate stock powers are required, unless A&F Certificate(s) are to be issued, or certificate(s) for any untendered shares of Limited Common Stock or for any shares of Limited Common Stock not accepted for exchange are to be reissued, in the name of a person other than the registered holder(s), in which case, the stock certificate(s) evidencing the shares of Limited Common Stock tendered hereby must be endorsed or accompanied by appropriate stock power(s), in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such stock certificate(s). Signatures on such stock certificate(s) and stock power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares of Limited Common Stock listed and tendered hereby, the certificate(s) representing such shares of Limited Common Stock must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such certificate(s), and such signatures must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of a corporation or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to The Limited of their authority so to act must be submitted. Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the shares of Limited Common Stock are tendered: (i) by a registered holder of such shares of Limited Common Stock (which term, for purposes of this Letter of Transmittal, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of shares of Limited Common Stock) who has not completed the box entitled "Special Issuance Instructions" (Box #5) or "Special Delivery Instructions" (Box #6) of this Letter of Transmittal; or (ii) for the account of an Eligible Institution. 5. Special Issuance and Delivery Instructions Tendering holders should indicate in the box entitled "Special Issuance Instructions" (Box #5) or "Special Delivery Instructions" (Box #6), as applicable, the name and address to which A&F Certificate(s), a Fractional Share Check, if any, and/or substitute certificate(s) for shares of Limited Common Stock not tendered or any shares of Limited Common Stock not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. 6. Participants in the Dividend Reinvestment Plan of The Limited If a tendering stockholder desires to have tendered pursuant to the Exchange Offer shares of Limited Common Stock credited to the stockholder's account under The Limited's Dividend Reinvestment Plan, Box #3 should be completed. A participant in the Dividend Reinvestment Plan wishing to tender portions of such participant's shares of Limited Common Stock in the Dividend Reinvestment Plan at different prices must complete a separate Letter of Transmittal for each price at which such participant wishes to tender each such portion of such participant's shares. If a stockholder authorizes a tender of shares of Limited Common Stock held in the Dividend Reinvestment Plan, all such shares credited to such stockholder's account(s), including fractional shares, will be tendered, unless otherwise specified in the appropriate space in Box #3. In the event that Box #3 is not completed, no shares of Limited Common Stock held in the tendering stockholder's account will be tendered. PARTICIPANTS IN THE STOCK PURCHASE PLAN OR THE SAVINGS AND RETIREMENT PLAN OF THE LIMITED MAY NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF SHARES OF LIMITED COMMON STOCK, BUT MUST USE THE SEPARATE ELECTION FORM SENT TO THEM. 7. Stock Transfer Taxes The Limited will pay all stock transfer taxes, if any, payable on the transfer to it of shares of Limited Common Stock and the transfer to tendering stockholders of shares of A&F Common Stock pursuant to the Exchange Offer. If, however, the exchange of shares is to be made to, or (in the circumstances permitted by the Exchange Offer) if shares of Limited Common Stock that are not tendered or not accepted for exchange are to be registered in the name of or delivered to any person other than the registered owner, or if tendered certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered owner or such other person), payable on account of the transfer to such person must be paid by the tendering stockholder unless evidence satisfactory to The Limited of the payment of such taxes or exemption therefrom is submitted. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) representing shares of Limited Common Stock listed in this Letter of Transmittal. 8. Mutilated, Lost, Stolen or Destroyed Limited Common Stock Certificates If any certificate representing shares of Limited Common Stock has been mutilated, destroyed, lost or stolen, the stockholder must (i) furnish to the Exchange Agent evidence, satisfactory to it in its discretion, of the ownership of and the destruction, loss or theft of such certificate, (ii) furnish to the Exchange Agent indemnity, satisfactory to it in its discretion, and (iii) comply with such other reasonable requirements as the Exchange Agent may prescribe. Any holder whose stock certificate representing shares of Limited Common Stock has been mutilated, destroyed, lost or stolen should promptly contact the Exchange Agent at the address indicated above for further instructions. 9. Questions and Requests for Assistance or Additional Copies Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the Offering Circular-Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery, may be directed to the Information Agent at the address indicated below. Additional copies of the Offering Circular-Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may also be obtained from the Information Agent or the Dealer Managers. 10. Solicited Tenders The Limited will pay a solicitation fee of $1.00 per share, up to a maximum of 1,000 shares, for each share of Limited Common Stock tendered and accepted for exchange pursuant to the Exchange Offer, covered by the Letter of Transmittal which designates, in the box captioned "Notice of Solicited Tenders," as having solicited and obtained the tender, the name of (i) any broker or dealer in securities which is a member of any national securities exchange in the United States or of the National Association of Securities Dealers, Inc. or (ii) any bank or trust company located in the United States (each, a "Soliciting Dealer"), except that no solicitation fee shall be payable (i) in connection with a tender of Limited Common Stock by a stockholder (x) tendering more than 10,000 shares of Limited Common Stock or (y) tendering from a country outside of the United States or (ii) to the Dealer Managers. In addition, Soliciting Dealers are not entitled to a fee with respect to shares of Limited Common Stock beneficially owned by such Soliciting Dealer or with respect to any shares that are registered in the name of a Soliciting Dealer unless such shares are held by such Soliciting Dealer as nominee and are tendered for the benefit of beneficial holders identified in this Letter of Transmittal. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering holder (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of The Limited, the Exchange Agent, the Information Agent or the Dealer Managers for purposes of the Exchange Offer. In order for a Soliciting Dealer to receive a solicitation fee with respect to the tender of shares of Limited Common Stock, the Exchange Agent must have received a properly completed and duly executed Letter of Transmittal (including a completed box entitled "Notice of Solicited Tenders" (Box #9)). The acceptance of compensation by the Soliciting Dealer listed in "Notice of Solicited Tenders" (Box #9) will constitute a representation by such Soliciting Dealer that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offering Circular-Prospectus and this Letter of Transmittal, and (iii) in soliciting tenders of shares of Limited Common Stock, it has used no soliciting materials other than those furnished by The Limited. 11. Important Tax Information; Substitute Form W-9 Federal income tax law requires that a holder whose tendered shares of Limited Common Stock are accepted for exchange must provide the Exchange Agent (as payor) with his or her correct taxpayer identification number ("TIN") on Substitute Form W-9 below, which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for exemption, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") in addition to backup withholding in an amount equal to 31% of the cash proceeds received in lieu of fractional shares of A&F Common Stock resulting from the Exchange Offer if such amount equals or exceeds $20. Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. To prevent backup withholding, each tendering holder must provide his or her correct TIN by completing the "Substitute Form W-9" set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that he or she is subject to backup withholding as a result of the failure to report all interest or dividends or (iii) the IRS has notified the holder that he or she is no longer subject to backup withholding. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such holders must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the certificate(s) representing shares of Limited Common Stock are in more than one name or are not in the name of the actual owner, consult the enclosed guidelines for information on which TIN to report. If you do not have a TIN, consult the enclosed guidelines for instructions of applying for a TIN, check the box in Part 2 of the Substitute Form W-9 (Box #10), and complete the Certification of Awaiting Taxpayer Identification Number (Box #11) in order to avoid backup withholding. Notwithstanding that the box in Part 2 of Box #10 is checked and the Certification of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 31% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent, and if the TIN is provided within 60 days, such amount will be refunded. If backup withholding applies, the Exchange Agent is required to withhold 31% of any such cash payments made in lieu of fractional shares of A&F Common Stock to the stockholder or other payee if such amount equals or exceeds $20. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Holders of shares of Limited Common Stock who acquired their shares at different times may have different tax bases in their shares of Limited Common Stock, and should consult with their tax advisors as to the possibility of identifying the specific shares of Limited Common Stock surrendered in the Exchange Offer in order to establish the basis of the shares of A&F Common Stock issued in exchange for shares of Limited Common Stock surrendered. THE FOLLOWING BOXES MUST BE COMPLETED BY ALL TENDERING STOCKHOLDERS (See Instruction 11) PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK Box #10 SUBSTITUTE Part 1--PLEASE PROVIDE YOUR Social security number TIN IN THE BOX AT RIGHT AND or employer CERTIFY BY SIGNING AND identification number DATING BELOW. Form W-9 Department of the Part 2--Awaiting TIN |_| Treasury Internal Revenue Service Payor's Request for Taxpayer Identification Number (TIN) CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of the failure to report all interest or dividends or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholding. Signature_____________________________________ Date___________________________ You must cross out item (2) above if you have been notified by the Internal Revenue Service that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9. Box #11 CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either that (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a taxpayer identification number within sixty (60) days. Signature_____________________________________ Date___________________________ GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payor--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.
Give the Give the EMPLOYER SOCIAL SECURITY IDENTIFICATION For this type of account: number of-- For this type of account: number of-- - ------------------------------- ------------------------------ ----------------------------- ------------------------------- 1. An individual's account The individual 9. A valid trust, estate, or The legal entity (Do not furnish pension trust the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 2. Two or more individuals The actual owner of the 10. Corporate account The corporation (joint account) account or, if combined funds, the first individual on the account(1) 3. Husband and wife (joint The actual owner of the 11. Religious, charitable, The organization account) account or, if joint funds, either educational person(1) organization account 4. Custodian account of a The minor(2) 12. Partnership account The partnership minor (Uniform Gift to held in the name of the Minors Act) business 5. Adult and minor (joint The adult or, if the minor is the 13. Association,club, or The organization account) only contributor, the minor(1) other tax-exempt organization 6. Account in the name of The ward, minor, or 14. A broker or registered The broker or nominee guardian or committee for a incompetent person(3) nominee designated ward, minor, or incompetent person 7. a. The usual revocable The grantor-trustee(1) 15. Account with the The public entity savings trust account Department of (grantor is also trustee) Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments b. So-called trust account The actual owner(1) that is not a legal or valid trust under State law 8. Sole proprietorship account The owner(4)
- ------------------ (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service. To complete Substitute Form W-9 if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and continue until you furnish your taxpayer identification number to the requester. Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on ALL payments include the following: o A corporation. o A financial institution. o An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7). o The United States or any agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. o A foreign government or a political subdivision, agency or instrumentality thereof. o An international organization or any agency or instrumentality thereof. o A registered dealer in securities or commodities registered in the United States or a possession of the United States. o An exempt charitable remainder trust, or a non-exempt trust described in Section 4947(a)(1). o A real estate investment trust. o A common trust fund operated by a bank under section 584(a). o An entity registered at all times during the tax year under the Investment Company Act of 1940. o A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under section 1441. o Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. o Payments of patronage dividends where the amount received is not paid in money. o Payments made by certain foreign organizations. o Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct taxpayer identification number to the payor. o Payments of tax-exempt interest (including exempt-interest dividends under section 852). o Payments described in section 6049(b)(5) to nonresident aliens. o Payments on tax-free covenant bonds under section 1451. o Payments made by certain foreign organizations. o Payments made to a nominee. Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. Privacy Act Notice Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payors who must report the payments to IRS. IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply. Penalties (1) Penalty For Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Criminal Penalty For False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Civil Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE The Information Agent for the Exchange Offer is: D.F. KING & CO., INC. 77 Water Street New York, NY 10005 Call Collect: (212) 269-5550 or Call Toll-Free: (800) 549-6864 The Dealer Managers for the Exchange Offer are: GOLDMAN, SACHS & CO. 85 Broad Street New York, NY 10004 Call Toll-Free: (800) 323-5678 EX-99.02 9 EXHIBIT 99.02 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF THE LIMITED, INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery or one substantially like it must be used to accept the Exchange Offer (as defined herein) of The Limited, Inc., a Circular-Prospectus dated _______, 1998 (the "Offering Circular-Prospectus") and the related Letter of Transmittal, if (i) your stock certificate(s) representing shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited are not immediately available, (ii) you cannot complete the procedure for book-entry transfer on a timely basis or (iii) you cannot deliver the certificate(s) and all other required documents to First Chicago Trust Company of New York (the Exchange Agent) prior to the Expiration Date (as defined in the Offering Circular-Prospectus). You may deliver this Notice of Guaranteed Delivery by hand, telegram, facsimile transmission or mail to the Exchange Agent. See The Exchange Offer Guaranteed Delivery Procedure in the Offering Circular-Prospectus. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK
If by mail: If by hand: If by overnight delivery: First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company of New York of New York of New York Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges Suite 4660 c/o The Depository Trust Company Suite 4680 P.O. Box 2569 55 Water Street, DTC TAD 14 Wall Street, 8th Floor Jersey City, New Jersey Vietnam Veterans Memorial Plaza New York, New York 07303-2569 New York, New York 10041 10005 If by facsimile transmission: (For Eligible Institutions only) (201) 222-4720 or (201) 222-4721 Facsimile confirmation number: (201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO THE EXCHANGE AGENT OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. LADIES AND GENTLEMEN: Upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus, and the related Letter of Transmittal (which together constitute the Exchange Offer), the receipt of which is hereby acknowledged, I hereby tender to you the number of shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited, set forth below, at the Exchange Ratio (as defined in the Offering Circular-Prospectus) indicated in this Notice of Guaranteed Delivery, pursuant to the guaranteed delivery procedure set forth in The Exchange Offer Guaranteed Delivery Procedure in the Offering Circular-Prospectus. Holders of Limited Common Stock will receive that fraction of a share of A&F Common Stock represented by the Final Exchange Ratio for each share of Limited Common Stock accepted for exchange. A holder of shares of Limited Common Stock wishing to tender portions of his or her holdings of Limited Common Stock at different Exchange Ratios must complete a separate Letter of Transmittal for each Exchange Ratio at which he or she wishes to tender such portion of his or her shares of Limited Common Stock. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF LIMITED COMMON STOCK. - -------------------------------------------------------------------------------- SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION |_| I want to maximize the chance of having The Limited accept for exchange all the shares of Limited Common Stock I am tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE EXCHANGE RATIO BOXES BELOW, I hereby tender shares of Limited Common Stock at, and am willing to accept, the Exchange Ratio resulting from the Dutch auction tender process. This action could result in receiving an Exchange Ratio as low as ___ of a share of A&F Common Stock per share of Limited Common Stock. - ------------------------------------------OR------------------------------------ SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- |-| ---------- (PLEASE TYPE OR PRINT, EXCEPT FOR SIGNATURE) Name(s) of Registered Holders:__________________________ Number of Shares of Limited Common Stock Tendered: - -------------------------------------------------------- --------------------------------------------------------- Address(es):____________________________________________ Certificate No(s). (if applicable): - -------------------------------------------------------- --------------------------------------------------------- - -------------------------------------------------------- --------------------------------------------------------- _____________________________ (Include Zip Code) Total Number of Shares Represented by Limited Common Stock Certificate(s) --------------------------------------------------------- Area Code and Tel. No(s).: Window Ticket No. (if any):______________________________ - -------------------------------------------------------- Signature(s):____________________________________________ Dated:__________________________________________________ --------------------------------------------------------- IF SHARES OF LIMITED COMMON STOCK WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PLEASE PROVIDE THE FOLLOWING INFORMATION: Account Number:__________________________________________ Transaction Code Number:_________________________________
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, a participant in the Security Transfer Agents Medallion Program or the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, hereby (i)guarantees that either the certificates representing the shares of Limited Common Stock tendered hereby in proper form for transfer or a confirmation of a book-entry transfer of such shares of Limited Common Stock into the Exchange Agent's account at the Book-Entry Transfer Facility, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any required signature guarantees, or an Agent's Message (as defined in the Offering Circular-Prospectus) in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal will be received by the Exchange Agent at one of its addresses set forth above, within three business days after the date hereof, (ii) represents that the holder on whose behalf this tender is being made owns the shares of Limited Common Stock being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (Rule 14e-4), and (iii) represents that the tender of such shares of Limited Common Stock complies with Rule 14e-4.
(PLEASE TYPE OR PRINT, EXCEPT FOR SIGNATURE) - -------------------------------------------------------- --------------------------------------------------------- Name of Firm Authorized Signature ________________________________________________________ Name:____________________________________________________ Address - -------------------------------------------------------- --------------------------------------------------------- (Include Zip Code) Title ________________________________________________________ Date:____________________________________________________ Area Code and Tel. No.
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF LIMITED COMMON STOCK WITH THIS NOTICE. STOCK CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. EX-99.03 10 EXHIBIT 99.03 [GOLDMAN, SACHS & CO. LETTERHEAD] OFFER TO EXCHANGE NOT MORE THAN _____ NOR LESS THAN _____ OF A SHARE OF CLASS A COMMON STOCK OF ABERCROMBIE & FITCH CO. FOR EACH SHARE OF COMMON STOCK OF THE LIMITED, INC. THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ___, 1998, UNLESS THE EXCHANGE OFFER IS EXTENDED. _________, 1998 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We refer to the enclosed Offering Circular-Prospectus dated _______, 1998 (the "Offering Circular-Prospectus"), of The Limited, Inc. ("The Limited"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute The Limited's offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share ("A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein have the same meanings as in the Offering Circular-Prospectus. We have been appointed by The Limited to act as the Dealer Managers in connection with the Exchange Offer. Your attention is directed to the Offering Circular-Prospectus, which should be read by you in its entirety. The Exchange Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on __________, 1998 (the "Expiration Date"), unless extended in accordance with applicable law and the terms of the Exchange Offer, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer, as extended, shall expire. The maximum number of shares of Limited Common Stock which will be accepted for exchange will be that number of shares which, when multiplied by the Final Exchange Ratio, equals 43,600,000 shares of A&F Common Stock. If more than such maximum number of shares of Limited Common Stock are tendered at Exchange Ratios at or below the Final Exchange Ratio, the Exchange Offer will be oversubscribed, and shares of Limited Common Stock tendered at or below the Final Exchange Ratio will be subject to proration in accordance with the terms set forth in the Offering Circular-Prospectus under "The Exchange Offer-Terms of the Exchange Offer". The Limited will pay to a Soliciting Dealer (as defined below) a solicitation fee of $1.00 per share, up to a maximum of 1,000 shares, for each share of Limited Common Stock tendered and accepted for exchange pursuant to the Exchange Offer if such Soliciting Dealer has affirmatively solicited and obtained such tender, except that no solicitation fee shall be payable (i) in connection with a tender of Limited Common Stock by a stockholder (A) tendering more than 10,000 shares of Limited Common Stock or (B) tendering from a country outside of the United States; or (ii) to the Dealer Managers. "Soliciting Dealer" includes (i) any broker or dealer in securities which is a member of any national securities exchange in the United States or of the National Association of Securities Dealers, Inc. or (ii) any bank or trust company located in the United States. In order for a Soliciting Dealer to receive a solicitation fee with respect to the tender of shares of Limited Common Stock, the Exchange Agent must have received a properly completed and duly executed Letter of Transmittal (including a completed box entitled "Notice of Solicited Tenders" (Box #9)). No solicitation fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering holder (other than itself). Soliciting Dealers are not entitled to a solicitation fee with respect to shares of Limited Common Stock beneficially owned by such Soliciting Dealer or with respect to any shares that are registered in the name of a Soliciting Dealer unless the shares are held by such Soliciting Dealer as nominee and are tendered for the benefit of beneficial holders identified in the Letter of Transmittal. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of The Limited, A&F, the Exchange Agent, the Dealer Managers or the Information Agent for purposes of the Exchange Offer. The acceptance of compensation by a Soliciting Dealer will constitute a representation by such Soliciting Dealer that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Offering Circular-Prospectus and the related Letter of Transmittal and (iii) in soliciting tenders of shares of Limited Common Stock, it has used no soliciting materials other than those furnished by The Limited. For your information and for forwarding to your clients for whom you hold shares of Limited Common Stock registered in your name or in the name of your nominee or who hold shares of Limited Common Stock registered in their own names, we are enclosing the following documents: 1. The Offering Circular-Prospectus; 2. The Letter of Transmittal, including the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, for your use and for the information of your clients; 3. A letter that may be sent to your clients for whose account you hold shares of Limited Common Stock registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer; 4. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the certificates for shares of Limited Common Stock are not immediately available, the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach First Chicago Trust Company of New York, the Exchange Agent, prior to the Expiration Date; and 5. A return envelope addressed to the Exchange Agent. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ___________, 1998, UNLESS EXTENDED BY THE LIMITED AS PROVIDED IN THE OFFERING CIRCULAR-PROSPECTUS. Except as otherwise provided in the Offering Circular-Prospectus and the related Letter of Transmittal, tenders are irrevocable. The Limited will not pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Managers, the Soliciting Dealers, the Information Agent and the Exchange Agent as described in "The Exchange Offer--Fees and Expenses" in the Offering Circular-Prospectus) for soliciting tenders of shares of Limited Common Stock pursuant to the Exchange Offer. The Limited will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your customers. The Limited will pay all stock transfer taxes, if any, payable on the transfer to it of shares of Limited Common Stock and the transfer to tendering stockholders of shares of A&F Common Stock pursuant to the Exchange Offer, except as otherwise provided in Instruction 7 of the Letter of Transmittal. To participate in the Exchange Offer, certificate(s) for shares of Limited Common Stock or a confirmation of any book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility of shares of Limited Common Stock tendered electronically, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any required signature guarantees, or an Agent's Message in connection with a book-entry transfer of shares, and any other documents required by the Letter of Transmittal must be received by the Exchange Agent as indicated in the Letter of Transmittal and the Offering Circular-Prospectus prior to the Expiration Date. Holders whose stock certificate(s) representing shares of Limited Common Stock are not immediately available or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver their certificate(s) and all other required documents to the Exchange Agent prior to the Expiration Date may tender their shares of Limited Common Stock pursuant to the guaranteed delivery procedure set forth in the Offering Circular- Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure". Any inquiries you may have with respect to the Exchange Offer should be addressed to the Dealer Managers or the Information Agent at their respective addresses and telephone numbers set forth on the back cover of the Offering Circular-Prospectus. Additional copies of the enclosed material may also be obtained from the undersigned, telephone (800) 323-5678 (call toll-free), or the Information Agent, D.F. King & Co., Inc., telephone (212) 269-5550 (collect) or (800) 549-6864 (toll-free). Very truly yours, GOLDMAN, SACHS & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE LIMITED, A&F, THE EXCHANGE AGENT, THE INFORMATION AGENT, THE DEALER MANAGERS, THE SOLICITING DEALERS, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. EX-99.04 11 EXHIBIT 99.04 OFFER TO EXCHANGE NOT MORE THAN _____ NOR LESS THAN _____ OF A SHARE OF CLASS A COMMON STOCK OF ABERCROMBIE & FITCH CO. FOR EACH SHARE OF COMMON STOCK OF THE LIMITED, INC. THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ___, 1998, UNLESS THE EXCHANGE OFFER IS EXTENDED. _________, 1998 To Our Clients: Enclosed for your consideration is the Offering Circular-Prospectus dated _______, 1998 (the "Offering Circular- Prospectus"), of The Limited, Inc. ("The Limited"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute The Limited's offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share ("A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein have the same meanings as in the Offering Circular-Prospectus. The Exchange Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on __________, 1998 (the "Expiration Date"), unless extended in accordance with applicable law and the terms of the Exchange Offer, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer, as extended, shall expire. THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES OF LIMITED COMMON STOCK HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES OF LIMITED COMMON STOCK MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES OF LIMITED COMMON STOCK HELD BY US FOR YOUR ACCOUNT. Accordingly, we request instructions as to whether you wish us to tender any or all such shares of Limited Common Stock held by us for your account, pursuant to the terms and conditions set forth in the Exchange Offer. Your attention is invited to the following: 1. The Exchange Ratio Range within which you may tender for exchange is not more than ____ nor less than ______ of a share of A&F Common Stock for each share of Limited Common Stock tendered and exchanged. 2. The Limited currently holds up to 43,600,000 of the shares of A&F Common Stock, at least 90% of which will be distributed pursuant to the Exchange Offer, subject to the terms and conditions thereof. 3. The Exchange Offer is subject to the satisfaction of certain conditions, as described in the Offering Circular- Prospectus, and is also subject to proration in certain circumstances, as described below. 4. The Exchange Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on __________, 1998, unless extended. 5. You have the right to tender all, or a portion, of your shares of Limited Common Stock. You may choose the Exchange Ratio at which you tender such shares by either (a) checking the box marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION" or (b) checking one of the boxes in the section marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER". If you wish to maximize the chance of having The Limited accept for exchange all of the shares of Limited Common Stock you are tendering (subject to the possibility of proration), you should check the box marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION" below. 6. You will receive that fraction of a share of A&F Common Stock represented by the Final Exchange Ratio for each share of Limited Common Stock accepted for exchange. 7. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 7 of the Letter of Transmittal, stock transfer taxes with respect to the exchange of shares in the Exchange Offer. 8. Please instruct us clearly if you wish to tender some shares of Limited Common Stock at one Exchange Ratio and other shares of Limited Common Stock at another Exchange Ratio. We must submit separate Letters of Transmittal on your behalf for each Exchange Ratio, although the same shares of Limited Common Stock cannot be tendered for exchange at more than one Exchange Ratio. The maximum number of shares of Limited Common Stock which will be accepted for exchange will be that number of shares which, when multiplied by the Final Exchange Ratio, equals 43,600,000 shares of A&F Common Stock. If more than such maximum number of shares of Limited Common Stock are tendered at Exchange Ratios at or below the Final Exchange Ratio, the Exchange Offer will be oversubscribed, and shares of Limited Common Stock tendered at or below the Final Exchange Ratio will be subject to proration in accordance with the terms set forth in the Offering Circular-Prospectus under "The Exchange Offer--Terms of the Exchange Offer". If proration of tendered shares of Limited Common Stock is required, the undersigned understands that The Limited does not expect that it would be able to announce the final proration factor or to commence delivery of any shares of A&F Common Stock pursuant to the Exchange Offer until approximately seven business days after the Expiration Date. Upon acceptance by The Limited of the shares of Limited Common Stock tendered herewith, stockholders will be deemed to have accepted the shares of A&F Common Stock exchanged therefor and will be deemed to have relinquished all rights with respect to the shares of Limited Common Stock so accepted. The Exchange Offer is made solely by the Offering Circular-Prospectus and the related Letter of Transmittal and is being made to all Limited stockholders. The Limited is not aware of any jurisdiction where the making of the Exchange Offer or the acceptance thereof would not be in compliance with applicable law. If The Limited becomes aware of any jurisdiction where the making of the Exchange Offer or acceptance thereof would not be in compliance with any valid applicable law, The Limited will make a good faith effort to comply with such law. If, after such good faith effort, The Limited cannot comply with such law, the Exchange Offer will not be made to, nor will tenders be accepted from or on behalf of, Limited stockholders in any such jurisdiction. If you wish to have us tender any or all of your shares of Limited Common Stock, please so instruct us by completing, executing and returning to us the attached instruction form. An envelope to return your instructions is enclosed. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES OF LIMITED COMMON STOCK, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE ATTACHED INSTRUCTION FORM. INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE NOT MORE THAN ____ NOR LESS THAN _____ OF A SHARE OF A&F COMMON STOCK FOR EACH SHARE OF LIMITED COMMON STOCK. I acknowledge receipt of your letter and the enclosed Offering Circular-Prospectus dated __________, 1998 (the "Offering Circular-Prospectus"), of The Limited, Inc. and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute The Limited's offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share (the "A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ____ nor less than ______ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and the related Letter of Transmittal. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein shall have the same meanings as in the Offering Circular-Prospectus. This will instruct you to tender the number of shares of Limited Common Stock indicated below (or, if no number is indicated below, all shares) at the Exchange Ratio indicated in the following box held by you for my account, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and the related Letter of Transmittal. CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF LIMITED COMMON STOCK. - -------------------------------------------------------------------------------- SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION |_| I want to maximize the chance of having The Limited accept for exchange all the shares of Limited Common Stock I am tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE EXCHANGE RATIO BOXES BELOW, I hereby tender shares of Limited Common Stock at, and am willing to accept, the Exchange Ratio resulting from the Dutch auction tender process. This action could result in receiving an Exchange Ratio as low as ___ of a share of A&F Common Stock per share of Limited Common Stock. - ----------------------------------------OR-------------------------------------- SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- |-|---------- NOTICE OF SOLICITED TENDERS The Limited will pay to a Soliciting Dealer (as defined in the Offering Circular--Prospectus) a solicitation fee of $1.00 per share, up to a maximum of 1,000 shares, for each share of Limited Common Stock tendered and accepted for exchange pursuant to the Exchange Offer if such Soliciting Dealer has affirmatively solicited and obtained such tender, except that no solicitation fee shall be payable (i) in connection with a tender of Limited Common Stock by a stockholder (A) tendering more than 10,000 shares of Limited Common Stock or (B) tendering from a country outside of the United States; or (ii) to the Dealer Managers. In addition, no such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering holder (other than itself). No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of The Limited, A&F, the Exchange Agent, the Dealer Managers or the Information Agent for purposes of the Exchange Offer. |_| By checking this box, I represent that my tender was affirmatively solicited by the Soliciting Dealer listed below: Name of Firm:___________________________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant:______________________________ Identification Number (if known):_______________________________________________ Address:________________________________________________________________________ (Include Zip Code) NUMBER OF SHARES OF LIMITED COMMON STOCK TO BE TENDERED:* SIGN HERE: _____________________________SHARES __________________________________________ ------------------------------------------ Account Numbers: SIGNATURE(S) Dated:_______________________, 1998 PLEASE TYPE OR PRINT NAME(S) HERE: ------------------------------------------ PLEASE TYPE OR PRINT ADDRESS(ES) HERE: ------------------------------------------ ------------------------------------------ ------------------------------------------ AREA CODE AND TELEPHONE NUMBER ------------------------------------------ TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S) - -------- * Unless otherwise indicated, it will be assumed that all shares of Limited Common Stock held by us for your account are to be tendered. EX-99.05 12 EXHIBIT 99.05 [The Guidelines for Certification of Taxpayer Identification Number on Substitute Form W- 9 are included in the Letter of Transmittal filed as Exhibit 99.01 hereto).] EX-99.06 13 EXHIBIT 99.06 FORM OF LETTER FROM SAVINGS AND RETIREMENT PLAN ADMINISTRATIVE COMMITTEE __________, 1998 OFFER TO EXCHANGE NOT MORE THAN ______ NOR LESS THAN ______ OF A SHARE OF CLASS A COMMON STOCK OF ABERCROMBIE & FITCH CO. FOR EACH SHARE OF COMMON STOCK OF THE LIMITED, INC. NAME/ADDRESS Dear ___________: We are enclosing the Offering Circular-Prospectus dated _______, 1998 (the "Offering Circular-Prospectus") of The Limited, Inc. ("The Limited"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute The Limited's offer to its stockholders (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share ("A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date (as defined below) and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein shall have the meanings ascribed to them in the Offering Circular-Prospectus. Also enclosed is a brief description of the Exchange Offer in connection with The Limited's Savings and Retirement Plan ("Savings and Retirement Plan"), questions and answers describing how the process works and a Tender Instruction Form for the tender of Limited Common Stock held in the Savings and Retirement Plan. Our records indicate that you hold ____ whole shares of Limited Common Stock ("Plan Shares") allocated to your account under the Savings and Retirement Plan ("Account") as of _____________, 1998. As a participant in the Savings and Retirement Plan you may elect to "tender" (exchange) some or all of the shares of Limited Common Stock (excluding fractional shares) currently allocated to your Account by following the procedures described in the attachments to this letter. PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN ("TRUSTEE") TO TENDER YOUR SHARES IS ____________, 1998, YOU MUST SEND YOUR TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR RECEIPT BY _____________, 1998. You also may withdraw any tender you have made under the Exchange Offer provided you do so prior to the , 1998 deadline. THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES OF LIMITED COMMON STOCK HELD ON YOUR BEHALF UNDER THE SAVINGS AND RETIREMENT PLAN BUT NOT REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES OF LIMITED COMMON STOCK MAY ONLY BE MADE BY THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES OF LIMITED COMMON STOCK HELD IN YOUR ACCOUNT UNDER THE SAVINGS AND RETIREMENT PLAN. Accordingly, we request instructions as to whether you wish the Trustee to tender any or all such shares of Limited Common Stock held in your Account under the Savings and Retirement Plan, pursuant to the terms and conditions set forth in the Exchange Offer. Your attention is invited to the following: 1. The Exchange Ratio Range within which you may direct the Trustee to tender for exchange is not more than ____ nor less than ______ of a share of A&F Common Stock for each share of Limited Common Stock tendered and exchanged. 2. The Limited currently holds up to 43,600,000 of the shares of A&F Common Stock, at least 90% of which will be distributed pursuant to the Exchange Offer, subject to the terms and conditions thereof. 3. The Exchange Offer is subject to the satisfaction of certain conditions, as described in the Offering Circular-Prospectus, and is also subject to proration in certain circumstances, as described below. 4. A holder of Limited Common Stock has the right to tender all, or a portion, of such holder's shares of Limited Common Stock (excluding fractional shares). You may choose the Exchange Ratio at which you tender such shares by either (a) checking the box marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION" or (b) checking one of the boxes in the section marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER". If you wish to maximize the chance of having The Limited accept for exchange all of the shares of Limited Common Stock you are tendering (subject to the possibility of proration), you should check the box marked "SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION" below. 5. Holders of Limited Common Stock will receive that fraction of a share of A&F Common Stock represented by the Final Exchange Ratio for each share of Limited Common Stock accepted for exchange. 6. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 7 of the Letter of Transmittal, stock transfer taxes with respect to the exchange of shares in the Exchange Offer. 7. You must submit separate Tender Instruction Forms if you wish to tender some shares of Limited Common Stock in your Account at one Exchange Ratio and other shares of Limited Common Stock in your Account at another Exchange Ratio. Please note that the same shares of Limited Common Stock cannot be tendered for exchange at more than one Exchange Ratio. The Exchange Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on __________, 1998 (the "Expiration Date"), unless extended in accordance with applicable law and the terms of the Exchange Offer, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer, as extended, shall expire. The maximum number of shares of Limited Common Stock which will be accepted for exchange will be that number of shares which, when multiplied by the Final Exchange Ratio, equals 43,600,000 shares of A&F Common Stock. If more than such maximum number of shares of Limited Common Stock are tendered at Exchange Ratios at or below the Final Exchange Ratio, the Exchange Offer will be oversubscribed, and shares of Limited Common Stock tendered at or below the Final Exchange Ratio will be subject to proration in accordance with the terms set forth in the Offering Circular-Prospectus under "The Exchange Offer--Terms of the Exchange Offer". If proration of tendered shares of Limited Common Stock is required, The Limited does not expect that it would be able to announce the final proration factor or to commence delivery of any shares of A&F Common Stock pursuant to the Exchange Offer until approximately seven business days after the Expiration Date. Upon acceptance by The Limited of the shares of Limited Common Stock tendered pursuant hereto, you will be deemed to have accepted the shares of A&F Common Stock exchanged therefor and will be deemed to have relinquished all rights with respect to the shares of Limited Common Stock so accepted. The Exchange Offer is made solely by the Offering Circular-Prospectus and the related Letter of Transmittal and is being made to all holders of Limited Common Stock. The Limited is not aware of any jurisdiction where the making of the Exchange Offer or the acceptance thereof would not be in compliance with applicable law. If The Limited becomes aware of any jurisdiction where the making of the Exchange Offer or acceptance thereof would not be in compliance with any valid applicable law, The Limited will make a good faith effort to comply with such law. If, after such good faith effort, The Limited cannot comply with such law, the Exchange Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of shares of Limited Common Stock in any such jurisdiction. IF YOU WISH TO AUTHORIZE THE TENDER OF SHARES OF LIMITED COMMON STOCK HELD IN YOUR ACCOUNT IN THE SAVINGS AND RETIREMENT PLAN. PLEASE COMPLETE THE TENDER INSTRUCTION FORM, INDICATING THE NUMBER OF SHARES TENDERED AND THE EXCHANGE RATIO, AND RETURN THE SIGNED FORM TO US IN THE ENVELOPE PROVIDED. IF YOU INDICATE AN EXCHANGE RATIO AND DO NOT SPECIFY A SPECIFIC NUMBER OF SHARES, ALL SHARES IN YOUR ACCOUNT WILL BE TENDERED. IF YOU FAIL TO SIGN THE TENDER INSTRUCTION FORM OR FAIL TO INDICATE AN EXCHANGE RATIO, YOUR INSTRUCTION WILL BE INVALID AND NO SHARES IN YOUR ACCOUNT WILL BE TENDERED. PLEASE FORWARD YOUR INSTRUCTIONS TO THE ADMINISTRATIVE COMMITTEE BY ___________, 1998 TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. Before making a decision, you should read carefully the materials in the enclosed Offering Circular- Prospectus, the Notice to Savings and Retirement Plan Participants and the Tender Instruction Form. If you take no action, no shares in your Account will be tendered by the Trustee. The Administrative Committee and the Trustee will treat confidentially your decision whether or not to tender these shares. NONE OF THE LIMITED, A&F, THE TRUSTEE, THE ADMINISTRATIVE COMMITTEE, THE BOARD OF DIRECTORS OF THE LIMITED OR THE BOARD OF DIRECTORS OF A&F MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER OF THE LIMITED AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES OF LIMITED COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. EACH STOCKHOLDER OF THE LIMITED MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES OF LIMITED COMMON STOCK PURSUANT TO THE EXCHANGE OFFER AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT EXCHANGE RATIO TO TENDER SUCH SHARES AFTER READING THE OFFERING CIRCULAR-PROSPECTUS AND CONSULTING WITH HIS OR HER ADVISORS BASED ON HIS OR HER OWN FINANCIAL POSITION AND REQUIREMENTS. If you direct the Trustee to tender shares of Limited Common Stock and such shares are exchanged for shares of A&F Common Stock, the A&F Common Stock will be held in a separate investment fund under the Savings and Retirement Plan. PLEASE NOTE THAT TO THE EXTENT SUCH SHARES OF A&F COMMON STOCK ARE NOT RETAINED BY YOU AS AN INVESTMENT UNDER THE SAVINGS AND RETIREMENT PLAN, YOU MAY NOT QUALIFY FOR CERTAIN FAVORABLE TAX TREATMENT UPON SUBSEQUENT DISTRIBUTIONS TO YOU FROM THE SAVINGS AND RETIREMENT PLAN. SEE "CERTAIN TAX INFORMATION" FOLLOWING THE ATTACHED QUESTIONS AND ANSWERS ("Q&As") ON THE SAVINGS AND RETIREMENT PLAN. For any Savings and Retirement Plan participant, during the period the Exchange Offer is open (and thereafter for so long as legal restrictions apply), the Trustee will not purchase any shares of Limited Common Stock for the Savings and Retirement Plan. Instead, the Trustee will accumulate any of your contributions and employer matching contributions that you have directed into the Account. The Trustee will invest these amounts in a short-term fund and will resume purchases of shares of Limited Common Stock once the Exchange Offer period is concluded. ANY DISTRIBUTIONS OR INVESTMENT FUND TRANSFERS THAT MAY BE REQUESTED DURING THE EXCHANGE OFFER PERIOD MAY BE DELAYED UNTIL AFTER THE EXPIRATION OF THE EXCHANGE OFFER. IF YOU ELECT TO INSTRUCT THE TRUSTEE TO TENDER SHARES FROM YOUR ACCOUNT, THE ENCLOSED [COLOR] TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE COMMITTEE BY ______________, 1998. PLEASE USE THE ENCLOSED REPLY ENVELOPE TO RETURN YOUR TENDER INSTRUCTION FORM. TENDER INSTRUCTION FORMS RECEIVED AFTER THE ABOVE DATE WILL NOT BE ACCEPTED. YOU MUST COMPLETE AND SIGN YOUR TENDER INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID. IF YOU DO NOT WISH TO TENDER YOUR SHARES, TAKE NO ACTION. ADMINISTRATIVE COMMITTEE The Limited, Inc. Savings and Retirement Plan The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions the laws of which require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by Goldman, Sachs & Co. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. TENDER INSTRUCTION FORM FOR SHARES IN THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN (NOTE: Before completing this Tender Instruction Form, you should refer to the attached Letter (the "SARP Committee Letter") from the Administrative Committee of The Limited, Inc. Savings and Retirement Plan ("Savings and Retirement Plan") and the attached Notice to Savings and Retirement Plan Participants ("Notice"). Capitalized terms used herein shall have the meanings ascribed to them in the SARP Committee Letter or the Offering Circular-Prospectus, as the case may be.) TO THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN: I am a participant in the above-referenced Savings and Retirement Plan who has shares of Limited Common Stock credited to my Account and, as such, acknowledge receipt of your letter and the enclosed Offering Circular-Prospectus and the related Letter of Transmittal, which together constitute The Limited's offer to its stockholders to exchange up to 43,600,000 shares of A&F Common Stock for shares of Limited Common Stock that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered and exchanged, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. This form instructs you to tender the number of shares of Limited Common Stock indicated below (or, if no number is indicated below, all shares) at the Exchange Ratio indicated in the following box held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and the related Letter of Transmittal. I acknowledge that if I instruct you to tender more shares of Limited Common Stock than are held in my account, my instruction will be invalid and you will not tender any shares of Limited Common Stock held in my Account. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS TENDER INSTRUCTION FORM. THE UNDERSIGNED, BY COMPLETING THE BOXES BELOW AND SIGNING THIS TENDER INSTRUCTION FORM, WILL BE DEEMED TO HAVE INSTRUCTED THE TRUSTEE TO TENDER THE INDICATED NUMBER OF SHARES OF LIMITED COMMON STOCK HELD IN THE UNDERSIGNED'S ACCOUNT IN THE SAVINGS AND RETIREMENT PLAN
SAVINGS AND RETIREMENT PLAN ACCOUNT Number of Whole Shares held in Number of Participant's Shares Name of Savings and Retirement Plan Participant Account Tendered (*) - --------------------------------------------------------------------------------------------------------------------- * Unless otherwise indicated in this column, the participant will be deemed to have tendered all of the shares of Limited Common Stock held in the participant's Savings and Retirement Plan Account. - ---------------------------------------------------------------------------------------------------------------------
CHECK ONLY ONE BOX BELOW TO INDICATE EXCHANGE RATIO SELECTED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF LIMITED COMMON STOCK - -------------------------------------------------------------------------------- SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY DUTCH AUCTION |-| |_| The undersigned wants to maximize the chance of having The Limited accept for exchange all the shares of Limited Common Stock the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box INSTEAD OF ONE OF THE EXCHANGE RATIO BOXES BELOW, the undersigned hereby tenders shares of Limited Common Stock at, and am willing to accept, the Exchange Ratio resulting from the Dutch auction tender process. This action could result in receiving an Exchange Ratio as low as ___ of a share of A&F Common Stock per share of Limited Common Stock or as high as ___ of a share of A&F Common Stock per share of Limited Common Stock. - --------------------------------------OR---------------------------------------- SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- |-|----------- I have read and understand the Offering Circular-Prospectus, the SARP Committee Letter and the Notice, and all attachments thereto, and I agree to be bound by the terms of the Exchange Offer. I hereby direct the Trustee to tender these shares of Limited Common Stock on my behalf and to hold shares of A&F Common Stock, if any, received in the Exchange Offer in an investment fund under the Savings and Retirement Plan. I understand and declare that if the tender of my shares of Limited Common Stock is accepted, the payment therefor will be full and adequate compensation for these shares of Limited Common Stock in my judgment, notwithstanding any potential fluctuation in the price of such shares between the last day I can withdraw my tender and the date the Trustee exchanges such shares. - ------------------------------------- -------------------------------------- DATE SIGNATURE OF PARTICIPANT Home Telephone:______________________ Work Telephone:______________________ ______________________________________ PLEASE PRINT NAME - ------------------------------------- -------------------------------------- SOCIAL SECURITY NUMBER -------------------------------------- PLEASE PRINT ADDRESS NOTE: THIS TENDER INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF SHARES OF LIMITED COMMON STOCK HELD IN THE SAVINGS AND RETIREMENT PLAN ARE TO BE TENDERED. IF THE FORM IS NOT COMPLETED AND SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR THE SAVINGS AND RETIREMENT PLAN, 82 SOUTH STREET, HOPKINTON, MA. 01748-9918 USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS. YOUR INSTRUCTION FORM MUST BE RECEIVED BY ______________,1998. YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL. EX-99.07 14 EXHIBIT 99.07 FORM OF NOTICE TO SAVINGS AND RETIREMENT PLAN PARTICIPANTS _________, 1998 TO: ALL PARTICIPANTS IN THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN (THE "SAVINGS AND RETIREMENT PLAN") WITH LIMITED COMMON STOCK CREDITED TO THEIR ACCOUNT The Limited, Inc. ("The Limited") has announced an offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share ("A&F Common Stock"), of Abercrombie & Fitch Co., a subsidiary of The Limited ("A&F"), for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. Capitalized terms used herein shall have the meanings ascribed to them in the Offering Circular-Prospectus and the accompanying Letter from the Savings and Retirement Plan Administrative Committee. This Exchange Offer commenced on __________, 1998, and will expire at 12:00 midnight, New York City time, on __________, 1998, unless the Exchange Offer is extended. You, as a Savings and Retirement Plan participant, may participate in this Exchange Offer by instructing the Trustee of the Savings and Retirement Plan (by _____________, 1998) to tender your shares of Limited Common Stock held in the Savings and Retirement Plan ("Plan Shares") in exchange for shares of A&F Common Stock. YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL. Enclosed with this notice is a copy of documents describing the Exchange Offer which have been furnished to holders of Limited Common Stock. Please read these materials so that you may properly make your decision regarding this Exchange Offer. A Tender Instruction Form ([COLOR] form) is also enclosed for you to use to direct the Trustee regarding the Exchange Offer. IF NO DIRECTION IS RECEIVED, THE TRUSTEE WILL NOT TENDER ANY OF YOUR PLAN SHARES AND THEY WILL REMAIN IN YOUR ACCOUNT IN THE SAVINGS AND RETIREMENT PLAN. DO NOT CALL THE TRUSTEE, THE ADMINISTRATIVE COMMITTEE OR YOUR BENEFITS ADMINISTRATOR TO GIVE YOUR DECISION REGARDING THE EXCHANGE OFFER. YOU MAY ONLY RESPOND BY COMPLETING AND MAILING THE ENCLOSED TENDER INSTRUCTION FORM. EX-99.08 15 EXHIBIT 99.08 FORM OF QUESTIONS AND ANSWERS ON SAVINGS AND RETIREMENT PLAN TENDER RIGHTS AND PROCEDURES A. DESCRIPTION OF THE EXCHANGE OFFER 1. WHICH DOCUMENTS DID I RECEIVE AND WHAT IS THEIR PURPOSE? You received the following materials in this mailing: -- Offering Circular-Prospectus. This document (white, bound document) describes the Exchange Offer. PLEASE READ IT CAREFULLY. -- Letter of Transmittal. This document ([COLOR] document) is part of the "Exchange Offer" and therefore is being provided to you. However, it does not apply to, or provide detailed instructions for, tendering Plan Shares. Do NOT use it to tender Plan Shares. If you hold shares of Limited Common Stock outside of the Savings and Retirement Plan, please refer to the Letter of Transmittal for instructions on how to tender those shares. -- Letter from the Savings and Retirement Plan Administrative Committee (the "SARP Committee Letter"). This transmits information about the Savings and Retirement Plan and the Exchange Offer. -- Notice to Savings and Retirement Plan Participants (white document you are reading) which includes Questions and Answers on Savings and Retirement Plan Tender Rights and Procedures. -- Tender Instruction Form. ([COLOR] form) YOU MUST COMPLETE, SIGN AND MAIL THIS DOCUMENT TO THE ADMINISTRATIVE COMMITTEE IN THE ENCLOSED ENVELOPE IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR PLAN SHARES. THIS DOCUMENT IS POSTED WITH YOUR NAME AND SOCIAL SECURITY NUMBER. USE IT IF YOU WISH TO DIRECT A TENDER OF YOUR SHARES. -- Reply Envelope. A preaddressed envelope for your reply. 2. WHAT IS THE EXCHANGE OFFER? On __________, 1998, The Limited offered to exchange in a modified "Dutch auction" up to 43,600,000 shares of A&F Common Stock for shares of Limited Common Stock that are validly tendered by the Expiration Date and not withdrawn or deemed withdrawn, at an Exchange Ratio not greater than ___ nor less than ____ of a share of A&F Common Stock for each share of Limited Common Stock tendered, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus and in the related Letter of Transmittal. This Exchange Offer will be open from __________, 1998 until it expires at 12:00 midnight, New York City time, on __________, 1998, unless it is extended by The Limited. Savings and Retirement Plan participants who hold Plan Shares may provide for the tender of Plan Shares pursuant to this Exchange Offer by so indicating on the enclosed Tender Instruction Form and returning it as directed by __________, 1998. The Exchange Offer is fully described in the Offering Circular-Prospectus provided to you. PLEASE READ IT CAREFULLY. 3. WHAT IS A MODIFIED "DUTCH AUCTION?" A modified "Dutch auction" means that you pick the exchange ratio at which you are willing to exchange some or all of your shares of Limited Common Stock for shares of A&F Common Stock from within the specified range of not more than ___ nor less than ___ of a share of A&F for each share of The Limited. For information on a procedure designed to ensure that you participate in the Exchange Offer, see Question 14. 4. WHAT IS THE "EXCHANGE RATIO?" The exchange ratio represents the number of A&F shares which stockholders of The Limited will receive for each share of Limited Common Stock tendered in the Exchange Offer. 5. HOW WILL THE LIMITED DECIDE ON THE FINAL EXCHANGE RATIO? The Limited will select as the final exchange ratio the lowest exchange ratio within the exchange ratio range that would permit the maximum number of the shares of A&F Common Stock owned by The Limited to be exchanged in the Exchange Offer. The final exchange ratio will apply to all tendering stockholders whose shares of Limited Common Stock are accepted for exchange. 6. HOW DO I DECIDE WHETHER TO PARTICIPATE IN THE EXCHANGE OFFER? Whether you should participate in the Exchange Offer depends on many factors. You should consider, among other things, (i) your view of the relative values of a single share of Limited Common Stock and a single share of A&F Common Stock, (ii) the opportunity to receive the Anticipated Premium (see Question 9) and (iii) your investment strategy with regard to the two stocks. In addition, you should consider all of the factors described under "Risk Factors" in the Offering Circular-Prospectus. None of the Trustee, the Administrative Committee, The Limited and A&F and any of their respective directors makes any recommendation as to whether you should tender your Limited shares. You must make your own decision after reading the documents provided to you and consulting with your advisors based on your own financial position and requirements. 7. HOW MANY PLAN SHARES MAY I TENDER AND HOW DO I LEARN THAT NUMBER? The number of shares of Limited Common Stock that you held under the Savings and Retirement Plan as of __________, 1998, is set forth in the SARP Committee Letter and on the Tender Instruction Form. You may tender all or any number of such Plan Shares (excluding fractional Plan Shares, if any). 8. WHAT IF I HAVE SHARES IN MY SAVINGS AND RETIREMENT PLAN ACCOUNT AND ALSO HOLD SHARES OUTSIDE OF THE SAVINGS AND RETIREMENT PLAN? If you have shares of Limited Common Stock in the Savings and Retirement Plan and have other shares of Limited Common Stock in your possession (or at a brokerage firm), you will receive two or more sets of Exchange Offer materials. You should be careful to follow the directions that apply to each kind of shares. 9. WHAT IS THE ANTICIPATED PREMIUM? Based on the closing trading prices for Limited (NYSE: LTD; LSE: ) and A&F shares (NYSE: ANF) on ______, 1998, any of the designated exchange ratios would result in a Limited stockholder receiving shares of A&F Common Stock with a market value greater than the market value of the shares of Limited Common Stock tendered for exchange. This greater value is referred to as the "Anticipated Premium". We cannot, however, predict what the amount of the Anticipated Premium, if any, will be or the prices at which shares of A&F Common Stock or Limited Common Stock will trade over time. You can calculate the Anticipated Premium using the following formula: Exchange Ratio x Price of one A&F share ----------------------------------------- - 1 Price of one Limited share For example: Assume a price of $____ for a Limited share and a price of $____ for an A&F share (the closing trading prices of Limited and A&F shares on __________, 1998). At an exchange ratio of ____ of a share of A&F for each Limited share (the midpoint of the range of exchange ratios), the Anticipated Premium would be approximately ___%. At the minimum exchange ratio of ___, the Anticipated Premium would be approximately ___%. At the maximum exchange ratio of ___, the Anticipated Premium would be approximately ___%. 10. DO I DO ANYTHING IF I WANT TO RETAIN MY PLAN SHARES? No. If you want to retain your Plan Shares, you do not need to take any action. 11. IF I DECIDE TO PARTICIPATE IN THE EXCHANGE OFFER, HOW DO I SELECT AN APPROPRIATE EXCHANGE RATIO? In selecting an exchange ratio, you should consider your view of the value of one share of Limited Common Stock compared to that of one share of A&F Common Stock, as well as the level of certainty that you desire that your tender will be accepted in the Exchange Offer. The higher your exchange ratio, the lower the likelihood that your shares will be accepted for exchange. Conversely, the lower your exchange ratio, the higher the likelihood that your shares will be accepted for exchange. A tender at an exchange ratio greater than the final exchange ratio will not be accepted. See "The Exchange Offer--Determining to Participate in the Exchange Offer--Selecting an Exchange Ratio", in the Offering Circular-Prospectus. 12. WHAT HAPPENS IF I SELECT AN EXCHANGE RATIO HIGHER THAN THE FINAL EXCHANGE RATIO? You will not participate in the Exchange Offer and Plan Shares tendered on your behalf will be returned to the Savings and Retirement Plan. 13. WHAT HAPPENS IF I SELECT EITHER THE EXCHANGE RATIO SELECTED BY THE DUTCH AUCTION OR A SPECIFIC EXCHANGE RATIO WHICH IS EQUAL TO OR LOWER THAN THE FINAL EXCHANGE RATIO? You will participate in the Exchange Offer at the final exchange ratio, but the actual number of your Plan Shares accepted for exchange will depend on whether the Exchange Offer is oversubscribed. 14. HOW CAN I MAKE SURE THAT I WILL PARTICIPATE IN THE EXCHANGE OFFER? To ensure participation in the Exchange Offer, you should check the box marked "Shares Tendered at Exchange Ratio Determined by Dutch Auction" indicating that you will accept whatever the final exchange ratio is determined to be. In this case you will participate in the Exchange Offer, but the actual number of your Plan Shares accepted for exchange will depend on whether the Exchange Offer is oversubscribed. If the Exchange Offer is oversubscribed, you will participate on a pro rata basis. 15. CAN I SELECT MORE THAN ONE EXCHANGE RATIO? The same shares may not be tendered at more than one exchange ratio. You may, however, tender different portions of your Limited shares at different exchange ratios, but you must complete separate Tender Instruction Forms for each exchange ratio selected. 16. WHAT HAPPENS IF I INSTRUCT THE TRUSTEE TO TENDER MORE LIMITED SHARES THAN ARE IN MY ACCOUNT? Your instructions will not be valid and no Plan Shares will be tendered by the Trustee on your behalf. 17. WHAT IS PRORATION? Proration will occur if the Exchange Offer is oversubscribed; that is, if the number of Limited shares tendered multiplied by the final exchange ratio exceeds the number of A&F shares available for exchange at the final exchange ratio. In this case, all Limited shares that are tendered at or below the final exchange ratio will be accepted for exchange on a pro rata basis at the final exchange ratio. 18. WHAT HAPPENS IF THE NUMBER OF LIMITED SHARES TENDERED IS SUCH THAT MORE THAN 39,240,000 A&F SHARES, BUT FEWER THAN 43,600,000 A&F SHARES, WOULD BE EXCHANGED? A&F shares held by The Limited after completion of the Exchange Offer will be distributed to its stockholders on a pro rata basis. This distribution is referred to in the Offering Circular-Prospectus as the "Spin-Off". 19. WHAT HAPPENS IF THE NUMBER OF LIMITED SHARES TENDERED IS SUCH THAT MORE THAN 43,600,000 SHARES OF A&F WOULD BE EXCHANGED, I.E., THE EXCHANGE OFFER IS OVERSUBSCRIBED? All Limited shares which are tendered at or below the final exchange ratio will be accepted for exchange on a pro rata basis at the final exchange ratio. Any shares not accepted for exchange will be returned to tendering stockholders. 20. WHEN DOES THE EXCHANGE OFFER EXPIRE? Although the Exchange Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on__________, 1998, unless extended. Your instructions must be received by the Savings and Retirement Plan Administrative Committee by _____________, 1998, unless extended, in order to participate in the Exchange Offer. 21. WHEN WILL TENDERING STOCKHOLDERS KNOW THE OUTCOME OF THE EXCHANGE OFFER? Preliminary results of the Exchange Offer, including any preliminary proration factor, will be announced by press release promptly after the expiration of the Exchange Offer. Announcement of any final proration factor should occur approximately seven business days after the expiration of the Exchange Offer. 22. ARE THERE ANY CONDITIONS TO THE LIMITED'S OBLIGATION TO COMPLETE THE EXCHANGE OFFER? Yes, The Limited's obligation to complete the Exchange Offer is subject to the conditions outlined in the Offering Circular-Prospectus. Among other things, the Exchange Offer will not close unless enough Limited shares are tendered so that at least 39,240,000 shares of A&F stock can be distributed to Limited stockholders. The number of Limited shares that must be tendered to produce this result is referred to in the Offering Circular-Prospectus as the "Trigger Amount". 23. WHAT ARE MY RIGHTS UNDER THE OFFER? The records of the Savings and Retirement Plan indicate that shares of Limited Common Stock are allocated to your Account. You may tender some or all of these Plan Shares. Because all of these Shares are held in trust for your benefit, they are registered in the name of the Trust. So, the Trust will actually tender Plan Shares as you instruct the Trustee. You must direct the Trustee if you want to tender your Plan Shares. The Trustee will tender your Plan Shares only if directed. If you do not respond, your Plan Shares will remain in your Account. 24. HOW DO I DIRECT THE PLAN TRUSTEE? The only way that you can tender your Plan Shares is by completing the [COLOR] Tender Instruction Form as described, signing and returning it to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918, which will process your instructions. The address is on the return envelope you should use to return the Tender Instruction form. THE TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE COMMITTEE BEFORE 5:00 P.M., NEW YORK CITY TIME, ON _________________, 1998. YOU MUST SIGN AND COMPLETE THE FORM FOR YOUR DIRECTION TO BE VALID. TO PROPERLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU MUST: -- INSTRUCTIONS. Read carefully and follow exactly the instructions in the SARP Committee Letter and the Tender Instruction Form. These will tell you how to direct the Plan Trustee regarding your Plan Shares. -- FORM. Complete the enclosed [COLOR] Tender Instruction Form. -- SHARES. Designate on the Tender Instruction Form the number of Plan Shares (excluding fractional shares) you wish to be tendered. -- EXCHANGE RATIO. Designate on the Tender Instruction Form the Exchange Ratio at which you are tendering the Shares. -- SIGNATURE. You must sign the Tender Instruction Form to complete your instruction. Unless you sign the Tender Instruction Form, your direction cannot be honored and the Tender Instruction Form will be void. -- MAILING. A preaddressed return envelope has been enclosed with your Exchange Offer materials. Use this envelope to return your completed Tender Instruction Form if you wish to have the Trustee tender your Plan Shares. Please be precise in providing your instruction and please act PROMPTLY. IF YOU DO NOT WISH TO TENDER YOUR PLAN SHARES, TAKE NO ACTION. 25. HOW DO I SEND INSTRUCTIONS TO THE ADMINISTRATIVE COMMITTEE? Please return your instructions PROMPTLY, recognizing the slow delivery time inherent in the U.S. mail today. You may mail your Tender Instruction Form to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918 in the preaddressed reply envelope that has been provided for your reply or send it by an alternate faster means (such as overnight courier). You may NOT fax your instructions. DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR. 26. MUST I PROVIDE DIRECTIONS TO THE ADMINISTRATIVE COMMITTEE? You must respond IF you wish the Trustee to tender your Plan Shares. Do not respond if you do not wish to tender your Plan Shares. 27. WHO WILL KNOW WHETHER I TENDERED MY PLAN SHARES? Your directions to the Trustee are CONFIDENTIAL. Individual instructions will only be disclosed to the recordkeeper as necessary to complete the tender. 28. CAN I CHANGE MY MIND AND WITHDRAW MY PLAN SHARES THAT I DIRECTED TO BE TENDERED? Yes, but only if you perform the following steps: -- You must send a signed notice of withdrawal to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918. -- The notice of withdrawal must be in writing. You may fax your notice of withdrawal to the Administrative Committee for the Savings and Retirement Plan at fax number (508) 787-2651. -- The notice of withdrawal must state your name, social security number, the number of Plan Shares that you wish to withdraw from the Exchange Offer and that you are withdrawing Plan Shares that you instructed the Trustee to tender on your behalf. -- The notice of withdrawal must be received by the Administrative Committee before 5:00 p.m., New York City time, on _______________, 1998. 29. CAN I RE-TENDER MY PLAN SHARES? Yes. If you wish to re-tender your Plan Shares you must complete another Tender Instruction Form and return it to the Administrative Committee for receipt by _______________, 1998. You may obtain another copy by faxing your request to (508) 787-2651. 30. WHO SHOULD I CALL IF I HAVE QUESTIONS ON THE EXCHANGE OFFER? For general Exchange Offer-related questions please call D.F. KING at (800) 549-6864. For Savings and Retirement Plan-related questions, please call (800) 637-3766. 31. HOW CAN I OBTAIN COPIES OF ADDITIONAL SAVINGS AND RETIREMENT PLAN-RELATED DOCUMENTS? You may request additional copies of the Tender Instruction Form, Notice to Savings and Retirement Plan Participants, Letter from the Savings and Retirement Plan Administrative Committee and Offering Circular-Prospectus by fax at (508) 787-2651 or by mail to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918. Your request must include your name, address and/or fax number, and the name of the item you are requesting. B. OPERATION OF THE SAVINGS AND RETIREMENT PLAN DURING THE EXCHANGE OFFER 32. WHAT HAPPENS TO CONTRIBUTIONS ALLOCABLE TO ACCOUNTS MADE AFTER ________, 1998? Beginning ________, 1998, the Trustee stopped purchasing shares of Limited Common Stock for allocation to Accounts. Employer and participant contributions made to the Savings and Retirement Plan, and dividends and other funds which are normally allocated to acquire shares of Limited Common Stock, which are received by the Savings and Retirement Plan during the period of the Exchange Offer and for 10 business days thereafter (while the results are tabulated) will be accumulated and invested in a short-term fund. Thereafter, upon the cessation of legal restrictions, purchases by the Trustee will resume and the accumulated funds will be invested pursuant to the investment elections then in effect. 33. WHAT HAPPENS IF I REQUEST A DISTRIBUTION, WITHDRAWAL OR INVESTMENT FUND TRANSFER FOLLOWING THE ANNOUNCEMENT OF THE EXCHANGE OFFER DURING THE OFFER PERIOD? Distributions, withdrawals or investment fund transfers from the Savings and Retirement Plan may be delayed until after the conclusion of the Exchange Offer. Authorized distributions, withdrawals or investment fund transfers before or during this period will be processed as soon as reasonably feasible. 34. WHEN MAY I REQUEST A CHANGE IN MY INVESTMENT ELECTIONS? You may change your investment election for future contributions or reallocate your existing Account balances at the beginning of each month under the Savings and Retirement Plan's normal rules. You must call the SARP Line by the 20th day of the month for your investment election change to be effective the first day of the following month, subject to delays required in connection with the Exchange Offer. SECTION 16 INSIDERS WHO HAVE TRANSFERRED AMOUNTS INTO THEIR ACCOUNT FROM OTHER INVESTMENT FUNDS UNDER THE SAVINGS AND RETIREMENT PLAN WITHIN THE PRECEDING SIX MONTHS SHOULD BE AWARE THAT THE TENDER OF THEIR PLAN SHARES IN THE EXCHANGE OFFER WILL NOT BE EXEMPT FROM THE SHORT-SWING PROFIT RECOVERY PROVISIONS OF SECTION 16(b) OF THE EXCHANGE ACT. IN ANY EVENT, SECTION 16 INSIDERS WHO WISH TO PARTICIPATE IN THE EXCHANGE OFFER SHOULD CONSULT WITH COUNSEL. 35. WILL I BE TAXED ON ANY PROCEEDS RECEIVED BY THE SAVINGS AND RETIREMENT PLAN IN 1998 FROM THE PLAN SHARES THAT ARE TENDERED UNDER THE SAVINGS AND RETIREMENT PLAN? No. Because tender proceeds received from Plan Shares will be received by and held in the Savings and Retirement Plan, they will not be subject to current income taxes. C. REINVESTMENT OF EXCHANGE OFFER PROCEEDS 36. HOW WILL THE SAVINGS AND RETIREMENT PLAN INVEST THE SHARES OF A&F COMMON STOCK RECEIVED UPON EXCHANGE OF THE PLAN SHARES THAT ARE TENDERED? Shares of A&F Common Stock received from this Exchange Offer will be held by the Trustee in a separate investment fund under the Savings and Retirement Plan. You may reallocate amounts denominated in A&F Common Stock under the Savings and Retirement Plan to other investment funds, mindful of the possible tax consequences noted below. You may not make new contributions to, or reallocate amounts from other investment funds to, the A&F Common Stock Fund. D. CERTAIN TAX INFORMATION You should be aware that the disposition of any shares of A&F Common Stock received pursuant to the exchange of Plan Shares in the Exchange Offer may, in certain circumstances, result in certain tax consequences upon the ultimate distributions of your account, pursuant to which, but for participation in the Exchange Offer, you would otherwise receive shares of Limited Common Stock. Special tax rules apply to certain distributions from the Savings and Retirement Plan that consist, in whole or in part, of shares of Limited Common Stock. Generally, taxation of net unrealized appreciation ("NUA"), an amount equal to the excess of the value of such shares at distribution over the cost or other basis of such shares (which will vary depending on whether the distribution qualifies for lump sum treatment) will be deferred until the shares are sold following distribution. Moreover, if prior to a distribution shares of Limited Common Stock are exchanged for shares of A&F Common Stock in a tax-free exchange, as would be the case in the Exchange Offer, the cost or other basis of such newly acquired shares of A&F Common Stock for NUA purposes will be the cost or other basis of the tendered shares of Limited Common Stock. If the shares of A&F Common Stock received pursuant to the Exchange Offer are disposed of within the Savings and Retirement Plan and the proceeds of such disposition are directly reinvested in the Limited Stock Fund within 90 days, the cost or other basis of the shares of Limited Common Stock for NUA purposes will be the same as the cost or other basis of the disposed of shares of A&F Common Stock. Conversely, if shares of A&F Common Stock received pursuant to the Exchange Offer are disposed of within the Savings and Retirement Plan and the proceeds of such disposition are not directly reinvested in The Limited Stock Fund under the Savings and Retirement Plan, the opportunity to retain for NUA purposes the cost or other basis of the Plan Shares tendered, and the tax-deferral treatment of the NUA calculated in reference to such basis, will be lost. The foregoing is only a brief summary of complicated provisions of the Internal Revenue Code. You are strongly urged to consult with your tax advisor as to the issues described above. ----------------------------------------- EX-99.09 16 Exhibit 99.09 [MERRILL LYNCH LETTERHEAD] FORM OF NOTICE TO PARTICIPANTS IN STOCK PURCHASE PLAN March __, 1998 Dear Client: Enclosed for your consideration is the Offering Circular-Prospectus dated ____________, 1998 (the "Offering Circular-Prospectus") of The Limited, Inc., a Delaware corporation ("The Limited"), which describes The Limited's offer to its stockholders (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A Common Stock, par value $0.01 per share, of Abercrombie & Fitch Co. ("A&F Common Stock) for shares of Common Stock, par value $.50 per share, of The Limited ("Limited Common Stock") that are validly tendered and not withdrawn (or deemed withdrawn) by the Expiration Date (as defined below) at an exchange ratio not greater than ______ nor less than ______ of a share of A&F Common Stock for each share of Limited Common Stock tendered and exchanged, upon the terms and subject to the conditions set forth in the Offering Circular-Prospectus. See "Summary", "The Transactions" and "The Exchange Offer" in the Offering Circular-Prospectus. If you wish to exchange all or any number of your shares of Limited Common Stock in your account pursuant to the Exchange Offer you must contact a Customer Service Representative at our toll-free Client Services number 1-800-637-3766 (U.S. Residents) or our Client Services number 1-732-563-7305 (Overseas Residents) by 3:30 p.m. (New York City time), ____________, 1998. Our representatives are available Monday through Friday 8:00 a.m. to 7:00 p.m. (New York City time). Please instruct the Merrill Lynch Customer Service Representative clearly if you wish to tender some shares of Limited Common Stock in your account at one exchange ratio and other shares of Limited Common Stock in your account at another exchange ratio. Fractional shares held in your account will not be entitled to participate in the Exchange Offer. Shares of A&F Common Stock received in respect of any shares of Limited Common Stock tendered and accepted for exchange by The Limited will be held in your account. Any shares of Limited Common Stock tendered but not accepted for exchange by The Limited will be returned to your account. If at any time you have instructed Merrill Lynch to tender your shares, you may instruct Merrill Lynch to withdraw them from tender. To do so, you must contact a Customer Service Representative as explained above. In the event that you choose to withdraw your shares from tender, we must receive withdrawal instructions by 3:30 p.m. (New York City time), on ____________, 1998. Please note that Merrill Lynch will tender the specific number of shares that you instruct us to tender, up to all of your shares in your account, at the time of your call to our Merrill Lynch Customer Service Representative. If your account acquires additional shares after you have given Merrill Lynch your tender instructions, these shares will not be tendered unless you call again, and instruct Merrill Lynch to also tender the additional shares in your account. In the event that you instruct Merrill Lynch to tender your Limited Common Stock, your shares will be frozen to prohibit you from transferring the stock that has been tendered or from taking a distribution from your account. You may have your account unfrozen at any time by withdrawing your shares from tender as described above. The Exchange Offer is conditioned upon the tender of a sufficient number of shares of Limited Common Stock so that at least 39,240,000 shares of A&F Common Stock are distributed in the Exchange Offer. The Exchange Offer is also subject to certain other conditions, per the enclosed Offering Circular-Prospectus. The shares are exchanged without any brokerage fees or commissions. Please note that this exchange offer may be subject to proration. THE OFFERING CIRCULAR-PROSPECTUS IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES OF LIMITED COMMON STOCK HELD ON YOUR BEHALF UNDER THE PLAN, BUT NOT REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES OF LIMITED COMMON STOCK MAY ONLY BE MADE BY MERRILL LYNCH AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. The maximum number of shares of Limited Common Stock which will be accepted for exchange will be that number of shares which, when multiplied by the Final Exchange Ratio, equals 43,600,000 shares of A&F Common Stock. If more than such maximum number of shares of Limited Common Stock are tendered at Exchange Ratios at or below the Final Exchange Ratio, the Exchange Offer will be oversubscribed, and shares of Limited Common Stock tendered at or below the Final Exchange Ratio will be subject to proration in accordance with the terms set forth in the Offering Circular-Prospectus under "The Exchange Offer-Terms of the Exchange Offer". Before making a decision, you should read the enclosed Offering Circular-Prospectus carefully. If you take no action, the shares in your account will not be tendered by Merrill Lynch. NONE OF THE LIMITED, A&F, MERRILL LYNCH, THE BOARD OF DIRECTORS OF THE LIMITED OR THE BOARD OF DIRECTORS OF A&F MAKES ANY RECOMMENDATION TO ANY HOLDERS OF LIMITED COMMON STOCK AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES OF LIMITED COMMON STOCK PURSUANT TO THE EXCHANGE OFFER. EACH STOCKHOLDER OF THE LIMITED MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES OF LIMITED COMMON STOCK PURSUANT TO THE EXCHANGE OFFER AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT EXCHANGE RATIO TO TENDER SUCH SHARES AFTER READING THE OFFERING CIRCULAR-PROSPECTUS AND CONSULTING WITH HIS OR HER ADVISORS BASED ON HIS OR HER OWN FINANCIAL POSITION AND REQUIREMENTS. The above offer, proration period, and withdrawal rights will expire at 12:00 Midnight, (New York City time) on ____________, 1998, unless extended. However, you must contact a Customer Service Representative at the above toll-free number by 3:30 p.m. if you wish to tender all or any number of your shares of Limited Common Stock. Sincerely, Merrill Lynch Group Employee Services -----END PRIVACY-ENHANCED MESSAGE-----