-----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, PGao8W2ESGZ7wSdPwwPtMPdWMe7ZGffTxAlF6EF7M3O4OLmqAJvfIsYGviTYcenM FPn55I2GKmWrDew0uUttVg== 0000950152-04-006953.txt : 20040917 0000950152-04-006953.hdr.sgml : 20040917 20040917170408 ACCESSION NUMBER: 0000950152-04-006953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040915 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 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: 041036252 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 l09619ae8vk.txt ABERCROMBIE & FITCH CO. 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): September 17, 2004 (September 15, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. As of September 15, 2004, Abercrombie & Fitch Co. (the "Company") and Abercrombie & Fitch Management Co., a subsidiary of the Company ("A&F Management"), entered into a Second Amendment (the "Second Amendment") in respect of the Credit Agreement, dated as of November 14, 2002 (as previously amended by the First Amendment and Waiver, dated as of January 26, 2004, the "Credit Agreement"), among A&F Management, as Borrower; the Company, as Guarantor; the banks and other financial institutions and entities then party to the Credit Agreement (the "Lenders"); and National City Bank, as Administrative Agent. The Second Amendment permits additional repurchases by the Company of shares of its Class A Common Stock, in accordance with the stock repurchase program authorized by the Company's Board of Directors and announced on July 29, 2004. Pursuant to the Second Amendment, so long as no "Default" or "Event of Default" exists under the Credit Agreement, the Company and A&F Management may: o repurchase shares of Class A Common Stock of the Company for cash in any amount, so long as no Loans (as defined in the Credit Agreement) have been made pursuant to the Credit Agreement; or o if Loans have at any time been made, repurchase shares of Class A Common Stock of the Company, (a) in any fiscal year, in an aggregate amount not in excess of 40% of "Consolidated Net Income" (as defined in the Credit Agreement) for the immediately preceding fiscal year less the aggregate amount of any repurchases made in such fiscal year pursuant to clause (b) below, plus (b) an aggregate cumulative amount not in excess of $250,000,000 less the aggregate cumulative amount of any repurchases made pursuant to clause (a) above and any repurchases made after September 15, 2004 and prior to the making of Loans pursuant to the Credit Agreement. -2- As of September 15, 2004 and as of the date hereof, no Loans have been made under the Credit Agreement. Letters of credit totaling approximately $61.0 million were outstanding under the Credit Agreement at September 15, 2004; however, letters of credit are not considered to be "Loans" for purposes of the Credit Agreement. A copy of the Second Amendment is being filed as Exhibit 4 to this Current Report on Form 8-K. The foregoing summary of the Second Amendment is qualified in its entirety by reference to Exhibit 4. Section 2 - Financial Information Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The discussion of the Second Amendment entered into by the Company and its subsidiary A&F Management as of September 15, 2004 is incorporated herein by reference from "Item 1.01. Entry into a Material Definitive Agreement" of this Current Report on Form 8-K. Section 9 -- Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. -3- (c) Exhibits: Exhibit No. Description 4 Second Amendment, dated as of September 15, 2004, to the Credit Agreement, dated as of November 14, 2002 (the "Credit Agreement"), among Abercrombie & Fitch Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor; the banks and other financial institutions and entities from time to time party to the Credit Agreement, as Lenders; and National City Bank, as Administrative Agent [Remainder of page intentionally left blank; signature on following page.] -4- 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: September 17, 2004 By: /s/ Susan J. Riley ------------------------------ Susan J. Riley Senior Vice President-Chief Financial Officer -5- INDEX TO EXHIBITS Current Report on Form 8-K Dated September 17, 2004 Abercrombie & Fitch Co.
Exhibit No. Description - ----------- ----------- 4 Second Amendment, dated as of September 15, 2004, to the Credit Agreement, dated as of November 14, 2002 (the "Credit Agreement"), among Abercrombie & Fitch Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor; the banks and other financial institutions and entities from time to time party to the Credit Agreement, as Lenders; and National City Bank, as Administrative Agent
-6- EX-4 2 l09619aexv4.txt EXHIBIT 4 EXHIBIT 4 CONFORMED COPY SECOND AMENDMENT, dated as of September 15, 2004 (this "Amendment"), to the Credit Agreement, dated as of November 14, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the "Borrower"), ABERCROMBIE & FITCH CO., a Delaware corporation (the "Parent"), the several banks and other financial institutions and entities from time to time parties thereto (the "Lenders"), and NATIONAL CITY BANK, as administrative agent (the "Administrative Agent"). WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain Loans to the Borrower; and WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be modified in the manner provided for in this Amendment, and the Required Lenders are willing to agree to such modifications as provided for in this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement, as amended hereby. SECTION 2. Amendment to the Credit Agreement. Section 6.07 of the Credit Agreement is hereby amended by revising clause (e) thereof to read as follows: "(e) so long as no Default or Event of Default shall exist, the Parent and the Borrower may (i) repurchase fractional shares of common stock of the Parent and (ii) repurchase shares of common stock of the Parent for cash in any amount, so long as no Loans have been made pursuant to this Agreement or, if Loans have at any time been made, repurchase shares of common stock of the Parent (x) in any fiscal year, in an aggregate amount not in excess of 40% of Consolidated Net Income for the immediately preceding fiscal year less the aggregate amount of any repurchases made in such fiscal year pursuant to subclause (y) of this clause (e)(ii), plus (y) an aggregate cumulative amount not in excess of $250,000,000 less the aggregate cumulative amount of any repurchases made pursuant to subclause (x) of this clause (e)(ii) and any repurchases made after September 15, 2004 and prior to the making of Loans pursuant to this Agreement (it being understood that all purchases of shares of common stock on the open market shall be subject to the limitations set out in this clause (e) and are not separately permitted by clause (d) above);" SECTION 3. No Other Amendments; Confirmation. Except as expressly amended, waived, modified and supplemented hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents to each of the Lenders and the Administrative Agent that: (i) after giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on the date hereof with the same effect as if made on the Effective Date (as defined below), except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct in all material respects as of such earlier date; (ii) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement; and (iii) this Amendment has been duly executed and delivered by each of the Parent and the Borrower and constitutes a legal, valid and binding obligation of each of the Parent and the Borrower, enforceable in accordance with its terms. SECTION 5. Effectiveness. This Amendment shall become effective as of the date (the "Effective Date") upon which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Parent, the Borrower and the Required Lenders under the Credit Agreement. SECTION 6. Effect of the Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the Effective Date, any reference to the Credit Agreement shall mean such Credit Agreement, as modified hereby. SECTION 7. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF OHIO, TO THE FULLEST EXTENT PERMITTED BY 2 LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AMENDMENT. SECTION 8. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. ABERCROMBIE & FITCH MANAGEMENT CO., by: /s/ Susan Riley --------------------------------- Name: Susan Riley Title: SVP - CFO ABERCROMBIE & FITCH CO., by: /s/ Susan Riley --------------------------------- Name: Susan Riley Title: SVP - CFO NATIONAL CITY BANK, individually and as Administrative Agent, by: /s/ Joseph L. Kwasny --------------------------------- Name: Joseph L. Kwasny Title: Senior Vice President 4 SIGNATURE PAGE TO SECOND AMENDMENT DATED AS OF SEPTEMBER 15, 2004 TO THE ABERCROMBIE & FITCH CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 2002 BANK OF AMERICA, N.A. By: /s/ Amy Honey ---------------------------------- Name: Amy Honey Title: Vice President CITIZENS BANK OF PENNSYLVANIA By: /s/ John J. Ligday Jr. ---------------------------------- Name: John J. Ligday Jr. Title: Vice President FIFTH THIRD BANK (CENTRAL OHIO) By: /s/ Kristie L. Nicolosi ---------------------------------- Name: Kristie L. Nicolosi Title: AVP JPMORGAN CHASE BANK By: /s/ Craig Transue ---------------------------------- Name: Craig Transue Title: Vice President 5 LaSalle Bank National Association By: /s/ Tricia L. Somoles ---------------------------------- Name: Tricia L. Somoles Title: Assistant Vice President PNC Bank, National Association By: /s/ Jeffrey L. Stein ---------------------------------- Name: Jeffrey L. Stein Title: Vice President The Bank of New York By: /s/ Randolph E. J. Medrano ---------------------------------- Name: Randolph E. J. Medrano Title: Vice President U.S. Bank National Association By: /s/ R. H. Friend ---------------------------------- Name: R. H. Friend Title: Vice President 6 -----END PRIVACY-ENHANCED MESSAGE-----