-----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, FBwjEK1L4B1fJ7sCG9AqgA78OB/ZlR9X12e2OuLmMHqEaH6M0UEQ4poo+/8DzyBz 8l4fr+j+LBNy7br+3dzm5g== 0000950152-03-007312.txt : 20030804 0000950152-03-007312.hdr.sgml : 20030804 20030804172752 ACCESSION NUMBER: 0000950152-03-007312 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030804 EFFECTIVENESS DATE: 20030804 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107646 FILM NUMBER: 03821538 BUSINESS ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 6145776500 MAIL ADDRESS: STREET 1: 6301 FITCH PATH CITY: NEW ALBANY STATE: OH ZIP: 43054 S-8 1 l02496asv8.txt ABERCROMBIE & FITCH CO. | FORM S-8 As filed on August 4, 2003 Registration No. 333- ------------ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- ABERCROMBIE & FITCH CO. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 31-1469076 - ------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 6301 Fitch Path, New Albany, Ohio 43054 ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) ABERCROMBIE & FITCH CO. 2003 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS ------------------------------------------------------------------- (Full Title of the Plan) Copy to: SETH R. JOHNSON Executive Vice President-Chief Elizabeth Turrell Farrar, Esq. Operating Officer Abercrombie & Fitch Co. Vorys, Sater, Seymour and Pease LLP 6301 Fitch Path 52 East Gay Street, P.O. Box 1008 New Albany, Ohio 43054 Columbus, Ohio 43216-1008 - --------------------------------------- (Name and Address of Agent for Service) (614) 283-6500 ------------------------------------------------------------- (Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Maximum Title of Securities Amount to be Proposed Maximum Aggregate Offering Amount of to be Registered(1) Registered Offering Price Per Share(2) Price(2) Registration Fee - --------------------------------------------------------------------------------------------------------- Class A Common Stock, 550,000 shares $27.01 for 20,000 shares; $17,622,100 $1,426 $.01 par value $32.23 for 530,000 shares =========================================================================================================
(1)This Registration Statement also covers related Series A Participating Cumulative Preferred Stock Purchase Rights (the "Rights") which evidence the right to purchase under certain conditions, one one-thousandth of a share of Series A Participating Cumulative Preferred Stock, $.01 par value. Registrant is required to deliver .50 Right, subject to adjustment, with each share of Class A Common Stock that becomes outstanding until the "distribution date" for the Rights, at which date the Rights will commence trading separately from the shares of Class A Common Stock. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, and computed on the basis of (a) $27.01 for 20,000 of the shares to be registered, the price at which options to purchase such shares may be exercised; and (b) $32.23 for 530,000 of the shares to be registered, the average of the high and low sales prices reported on the New York Stock Exchange on July 31, 2003. ---------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Abercrombie & Fitch Co. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 2003. (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003. (c) The Registrant's Current Report on Form 8-K, dated July 22, 2003 and filed with the Commission on July 23, 2003. (d) The description of the Registrant's Class A Common Stock, $.01 par value, included in the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2002. (e) The description of the Registrant's Series A Participating Cumulative Preferred Stock Purchase Rights set forth in the Registrant's Form 8-A/A (Amendment No. 2) dated September 19, 2001 and filed with the Commission on that date, amending the Registrant's Registration Statement on Form 8-A, dated July 21, 1998 and filed with the Commission on that date, as previously amended by Amendment No. 1 thereto, dated April 23, 1999 and filed with the Commission on April 26, 1999. All documents filed by the Registrant with the Commission after the date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and before the filing of a post-effective amendment which indicates that all securities offered hereunder pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Information furnished or provided by the Registrant under Item 9 or Item 12 of any of the Registrant's Current Reports on Form 8-K is not incorporated by reference in this Registration Statement on Form S-8. The Registrant furnished information under Item 9 of the Registrant's Current Report on Form 8-K to the Commission on each of February 12, 2003 (which also included an exhibit furnished under Item 7), May 8, 2003 (which also included an exhibit furnished under Item 7), May 13, 2003 (the information being furnished was also deemed provided under Item 12 and included an exhibit furnished under Item 7), June 5, 2003 (which also included an exhibit furnished under -2- Item 7), July 10, 2003 (which also included an exhibit furnished under Item 7), and July 11, 2003 (which also included an exhibit furnished under Item 7). Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law provides for indemnification of directors and officers against any legal liability (other than liability arising from derivative suits) if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. In criminal actions, the officer or director must also have had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify an officer or director in a derivative suit if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interest of the corporation unless the officer or director is found liable to the corporation. However, if the Court of Chancery or the court in which such action or suit was brought determines that the officer or director is fairly and reasonably entitled to indemnity, then the Court of Chancery or such other court may permit indemnity for such officer or director to the extent it deems proper. The Registrant's Amended and Restated Bylaws provide generally that the Registrant is to indemnify its present and past directors and officers to the fullest extent permitted by the laws of Delaware as they may exist from time to time. Directors and officers of the Registrant and its subsidiaries are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal. The Registrant's Amended and Restated Bylaws also provide that indemnification thereunder is not exclusive, and the Registrant may agree to indemnify any person as provided therein. The Registrant's Amended and Restated Certificate of Incorporation provides that directors of the Registrant will not be held personally liable to the Registrant or its stockholders for monetary damages arising from certain breaches of their fiduciary duties. The provisions do not insulate directors from personal liability for (i) breaches of their duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions not taken in good faith or that involve intentional misconduct or knowing violation of law, (iii) transactions in which the director derives any improper personal benefit or (iv) unlawfully voting to pay dividends or to repurchase or redeem stock. The Registrant maintains insurance policies providing for indemnification of directors and officers and for reimbursement to the Registrant for monies which it may pay as indemnity to -3- any director or officer, subject to the conditions and exclusions of the policies and specified deductible provisions. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index beginning on page 8. Item 9. Undertakings. A. 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 of 1933; (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; and (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; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. -4- (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. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Albany, State of Ohio, on August 4, 2003. ABERCROMBIE & FITCH CO. By /s/ Seth R. Johnson ------------------------------------------------ Seth R. Johnson, Executive Vice President-Chief Operating Officer 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 August 4, 2003. Signature Title - --------- ----- * Chairman of the Board of Directors and Chief - -------------------------------- Executive Officer (Principal Executive Michael S. Jeffries Officer) /s/ Seth R. Johnson Executive Vice President-Chief Operating - -------------------------------- Officer (Principal Financial and Accounting Seth R. Johnson Officer) and Director * Director - -------------------------------- James B. Bachman * Director - -------------------------------- Lauren J. Brisky * Director - -------------------------------- Russell M. Gertmenian * Director - -------------------------------- John A. Golden * Director - -------------------------------- Archie M. Griffin * Director - -------------------------------- John W. Kessler -6- * Director - -------------------------------- Sam N. Shahid, Jr. * Director - -------------------------------- Kathryn D. Sullivan, Ph.D. - ----------------- *Seth R. Johnson, by signing his name hereto, signs this document on behalf of each of the individuals identified above pursuant to a power of attorney duly executed by each such individual and filed with the Securities and Exchange Commission. By /s/ Seth R. Johnson ----------------------------------- Seth R. Johnson, Attorney-in-Fact -7- EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit No. Description - ----------- ----------- 4.1 Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on August 27, 1996, incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 2, 1996. (File No. 1-12107) 4.2 Certificate of Designation of Series A Participating Cumulative Preferred Stock of the Registrant as filed with the Delaware Secretary of State on July 21, 1998, incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1999. (File No. 1-12107) 4.3 Certificate of Decrease of Shares Designated as Class B Common Stock of the Registrant as filed with the Delaware Secretary of State on July 30, 1999, incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999. (File No. 1-12107) 4.4 Amended and Restated Bylaws of the Registrant, effective January 31, 2002, incorporated by reference to Exhibit 3.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended February 2, 2002. (File No. 1-12107) 4.5 Rights Agreement, dated as of July 16, 1998, between the Registrant and First Chicago Trust Company of New York, as Rights Agent, incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 21, 1998. (File No. 1-12107) 4.6 Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between the Registrant and First Chicago Trust Company of New York, as Rights Agent, incorporated by reference to Exhibit 2 to the Registrant's Amendment No. 1 to Form 8-A dated April 23, 1999. (File No. 1-12107) 4.7 Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27, 1999, incorporated by reference to Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999. (File No. 1-12107) 4.8 Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on October 8, 2001, between the Registrant and National City Bank, incorporated by reference to Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001. (File No. 1-12107) -8- 10.1 Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 1-12107). 15.1 Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Accountants.* 23.1 Consent of Independent Accountants.* 24.1 Powers of Attorney Executed by Directors and Certain Executive Officers of Abercrombie & Fitch Co.* - ------------------- * Filed herewith. -9- EX-15.1 3 l02496aexv15w1.txt EX-15.1 LETTER Exhibit 15.1 August 4, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated May 13, 2003 on our review of interim financial information of Abercrombie & Fitch Co. (the "Company") as of and for the period ended May 3, 2003 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statement on Form S-8 dated August 4, 2003. Very truly yours, /s/PricewaterhouseCoopers LLP Columbus, Ohio EX-23.1 4 l02496aexv23w1.txt EX-23.1 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 18, 2003 relating to the financial statements of Abercrombie & Fitch Co. (the "Company"), which appears in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2003. /s/ PricewaterhouseCoopers LLP August 4, 2003 EX-24.1 5 l02496aexv24w1.txt EX-24.1 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of August, 2003. /s/ Michael S. Jeffries -------------------------------------- Michael S. Jeffries POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of August, 2003. /s/ Seth R. Johnson -------------------------------------- Seth R. Johnson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of July, 2003. /s/ James B. Bachmann -------------------------------------- James B. Bachmann POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 18th day of July, 2003. /s/ Lauren J. Brisky -------------------------------------- Lauren J. Brisky POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of July, 2003. /s/ Russell M. Gertmenian -------------------------------------- Russell M. Gertmenian POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of July, 2003. /s/ John A. Golden -------------------------------------- John A. Golden POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day of July, 2003. /s/ Archie M. Griffin ------------------------------------ Archie M. Griffin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of July, 2003. /s/ John W. Kessler -------------------------------------- John W. Kessler POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day of July, 2003. /s/ Sam N. Shahid, Jr. ------------------------------------ Sam N. Shahid, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of ABERCROMBIE & FITCH CO., a Delaware corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, hereby constitutes and appoints Michael S. Jeffries, Seth R. Johnson and Wesley S. McDonald, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requested and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 23rd day of July, 2003. /s/ Kathryn D. Sullivan, Ph.D -------------------------------------- Kathryn D. Sullivan, Ph.D. -----END PRIVACY-ENHANCED MESSAGE-----