-----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, EasRuji4GF600AXb+Rp9UuXW8sYsYdV4i1Bjvz/XZnF+nmOWNDqDzyPzuGFoBblL fUvC/Ceti+gyKfpK3KbiWg== 0000950152-04-004218.txt : 20040520 0000950152-04-004218.hdr.sgml : 20040520 20040520160144 ACCESSION NUMBER: 0000950152-04-004218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040520 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040520 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12107 FILM NUMBER: 04821491 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 8-K 1 l07751ae8vk.txt ABERCROMBIE & FITCH 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2004 ------------- (May 18, 2004) -------------- ABERCROMBIE & FITCH CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-12107 31-1469076 - -------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 6301 Fitch Path, New Albany, Ohio 43054 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (614) 283-6500 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. - -------------------------------------------------- On May 18, 2004, Abercrombie & Fitch Co. (the "Company") issued a news release (the "Johnson Release") announcing that Seth R. Johnson, Executive Vice President/Chief Operating Officer and a member of the Board of Directors of the Company, will retire from the Company effective June 18, 2004. A copy of the Johnson Release is attached as Exhibit 99.1 and incorporated herein by reference. On May 18, 2004, the Company issued a second news release (the "Singer Release") announcing that Robert S. Singer had been named President and Chief Operating Officer of the Company. Mr. Singer joins the Company from Gucci Group where he had served as Chief Financial Officer since its initial public offering in 1995. He had also served as Executive Vice President since 1999. Prior to joining Gucci Group, Mr. Singer was an audit partner and member of the Management Committee in Italy of Coopers & Lybrand (predecessor to PricewaterhouseCoopers), a firm for which he also worked in New York during a 19-year career. A copy of the Singer Release is attached as Exhibit 99.2 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. - ------------------------------------------ (a) Not applicable (b) Not applicable (c) Exhibits: -------- 99.1 News release issued by Abercrombie & Fitch Co. on May 18, 2004 announcing retirement of Seth R. Johnson 99.2 News release issued by Abercrombie & Fitch Co. on May 18, 2004 announcing naming of Robert S. Singer as President and Chief Operating Officer [Remainder of page intentionally left blank; signature on following page.] -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABERCROMBIE & FITCH CO. Dated: May 20, 2004 By: /s/ Susan J. Riley ------------------------------------------ Susan J. Riley Senior Vice President-Chief Financial Officer -3- INDEX TO EXHIBITS Current Report on Form 8-K Dated May 20, 2004 Abercrombie & Fitch Co. Exhibit No. Description - ----------- ----------- 99.1 News release issued by Abercrombie & Fitch Co. on May 18, 2004 announcing retirement of Seth R. Johnson 99.2 News release issued by Abercrombie & Fitch Co. on May 18, 2004 announcing naming of Robert S. Singer as President and Chief Operating Officer -4- EX-99.1 2 l07751aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 ABERCROMBIE & FITCH EXECUTIVE VICE PRESIDENT/COO SETH R. JOHNSON ANNOUNCES RETIREMENT NEW ALBANY, Ohio / May 18, 2004 - Abercrombie & Fitch (NYSE: ANF) announced today that Seth R. Johnson, Executive Vice President / Chief Operating Officer and Board Member will retire from the company effective June 18, 2004. "Seth has been a valuable member of our executive team and I appreciate the leadership he has provided over the last 12 years", said Mike Jeffries, Chairman and Chief Executive Officer. "He helped build the Abercrombie & Fitch brand to what it is today. The company's Board of Directors and associates are truly grateful for his contributions and we wish him happiness and success in his retirement." Mr. Johnson, 50, joined Abercrombie & Fitch in February 1992 as Vice President - Chief Financial Officer. He played an instrumental role in the company's initial public offering, which was completed in September of 1996 and the company's spin-off from Limited Brands in May 1998. He was promoted to Executive Vice President / COO in February 2000. "I've had a wonderful 12 years at Abercrombie & Fitch. It's a great company and I'm confident it will have continued success in the future", said Mr. Johnson. Abercrombie & Fitch operated a total of 706 stores at the end of the first fiscal quarter, including 170 abercrombie stores and 177 Hollister Co. stores. The company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com. # # # # # # For further information, call: Thomas D. Lennox Director, Investor Relations and Corporate Communications (614) 283-6751 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Release, the Company's Form 10-K or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading "RISK FACTORS" in "ITEM 1. BUSINESS" of A&F's Annual Report on Form 10-K for the fiscal year ended January 31, 2004, in some cases have affected and in the future could affect the Company's financial performance and could cause actual results for the 2004 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Sales Release or otherwise made by management: changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; and ability to hire, train and retain associates. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Sales Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. EX-99.2 3 l07751aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 ROBERT S. SINGER NAMED ABERCROMBIE & FITCH PRESIDENT AND CHIEF OPERATING OFFICER NEW ALBANY, Ohio / May 18, 2004 - Abercrombie & Fitch (NYSE: ANF) announced today that it has named Robert S. Singer President and Chief Operating Officer. Seth R. Johnson, who has been the company's Executive Vice President and Chief Operating Officer, has announced his retirement, effective June 18, 2004. "Bob has world-class financial and operational credentials. I am thrilled to welcome him to the Abercrombie & Fitch leadership team", said Mike Jeffries, Chairman and CEO of Abercrombie & Fitch. "At the same time, on behalf of the Board, I want to thank Seth for all that he has done for our company. He has been a valuable member of our executive team and I appreciate the leadership he has provided over the last 12 years." As President and Chief Operating Officer, Singer will be responsible for the day-to-day operations of the company as well as for implementing the strategies and systems to support the continued growth of the company's retail formats. Singer, 52, joins Abercrombie & Fitch from Gucci Group where he had served as Chief Financial Officer since its Initial Public Offering in 1995. He served as Executive Vice President from 1999 as the Group grew from one to nine operating divisions. Prior to joining Gucci, he was an audit partner and member of the Management Committee in Italy of Coopers and Lybrand (predecessor to PriceWaterhouseCoopers), a firm for which he also worked in New York during a 19-year career. "I am very proud to join A&F. The company and its brands have enjoyed extraordinary success which I believe has been driven by the commitment to and passion for excellence of Mike Jeffries and his team. I look forward to working with them and contributing to the future growth of the company", said Mr. Singer. Singer, who has lived in Italy for more than 20 years, is an American. He holds an undergraduate degree in Humanities from Johns Hopkins University as well as Masters degrees in Comparative Literature from the University of California, Irvine and in Accounting from New York University. Abercrombie & Fitch operated a total of 706 stores at the end of the first fiscal quarter, including 170 abercrombie stores and 177 Hollister Co. stores. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com. # # # # # # For further information, call: Thomas D. Lennox Director, Investor Relations and Corporate Communications (614) 283-6751 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Release, the Company's Form 10-K or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading "RISK FACTORS" in "ITEM 1. BUSINESS" of A&F's Annual Report on Form 10-K for the fiscal year ended January 31, 2004, in some cases have affected and in the future could affect the Company's financial performance and could cause actual results for the 2004 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Release or otherwise made by management: changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; and ability to hire, train and retain associates. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. -----END PRIVACY-ENHANCED MESSAGE-----