-----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, ESA3maiIEsxeNCl9ysL0/FbNhy+ow1mAffNgLuGvZ9snG6+Xh7q0nQx0I12JMv2z ZmLMB3AK6GeSTRVbUDS/5Q== 0000950152-04-006954.txt : 20040917 0000950152-04-006954.hdr.sgml : 20040917 20040917170435 ACCESSION NUMBER: 0000950152-04-006954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040917 ITEM INFORMATION: Regulation FD Disclosure 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: 041036260 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 l09632ae8vk.txt ABERCROMBIE & FITCH CO. 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): September 17, 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 7 - Regulation FD Item 7.01. Regulation FD Disclosure. On September 17, 2004, Abercrombie & Fitch Co. (the "Company") issued a news release reporting that it had been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation, a private Canadian investment company ("TRC Capital"), and that the Company does not recommend or endorse this offer. A copy of this news release is furnished as Exhibit 99 and is incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibit 99 furnished herewith, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. [Remainder of page intentionally left blank; signature on following page.] 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 INDEX TO EXHIBITS Current Report on Form 8-K Dated September 17, 2004 Abercrombie & Fitch Co.
Exhibit No. Description - ------- ----------- 99 News Release issued by Abercrombie & Fitch Co. on September 17, 2004
EX-99 2 l09632aexv99.txt EXHIBIT 99 EXHIBIT 99 ABERCROMBIE & FITCH CO. DOES NOT ENDORSE BELOW MARKET MINI-TENDER OFFER BY TRC CAPITAL CORPORATION NEW ALBANY, Ohio, September 17, 2004/PR Newswire -- Abercrombie & Fitch Co. (NYSE:ANF) announced today that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC Capital"), a private Canadian investment company. TRC Capital has provided Abercrombie & Fitch with a copy of the Offer to Purchase documents, dated September 8, 2004, pursuant to which TRC Capital has offered to purchase for cash up to 2,500,000 outstanding shares of Class A Common Stock of Abercrombie & Fitch. The offer price of $30.00 net per share represents a 5.4% discount to the $31.71 closing price for Abercrombie & Fitch Class A Common Stock on the New York Stock Exchange on September 7, 2004, the day before the date of the Offer to Purchase documents and 10.2% below yesterday's $33.40 per share closing price. Abercrombie & Fitch does not recommend or endorse this offer, and Abercrombie & Fitch is not affiliated in any way with TRC Capital, the offer or the Offer to Purchase documents. The Securities and Exchange Commission ("SEC") has issued "Investor Tips" regarding mini-tender offers, noting that, "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website, at http://www.sec.gov/investor/pubs/minitend.htm. Abercrombie & Fitch urges investors to obtain current market quotations for their shares of Class A Common Stock, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer. Stockholders are advised that TRC Capital's offer is subject to numerous conditions, including there being no decrease in the market price of Abercrombie & Fitch Class A Common Stock and the availability of financing for the purchase on terms satisfactory to TRC Capital. TRC Capital has also reserved the right, in its reasonable discretion, to extend the period of time during which the offer remains open, thereby possibly delaying payment for shares of Abercrombie & Fitch Class A Common Stock tendered in the offer, or to amend its offer in any other respect. Abercrombie & Fitch understands that TRC Capital has made many such mini-tender offers in the past. Mini-tender offers are third-party offers which seek to acquire less than five percent of a company's outstanding shares and thereby avoid many procedural protections and disclosure and dissemination requirements of the SEC that apply to offers for more than five percent of a company's outstanding shares. The TRC Capital offer for 2,500,000 shares of Class A Common Stock represents an offer for less than 5% of the total outstanding Abercrombie & Fitch Class A Common Stock. Abercrombie & Fitch stockholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC Capital's Offer to Purchase documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Thursday, October 7, 2004. Abercrombie & Fitch draws the attention of broker-dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker-dealers in these circumstances, which can be found on the SEC's website, at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange ("NYSE") on September 28, 2001 regarding the dissemination of mini-tender offer materials, which can be found under the "Members & Institutions -- Information Memos" tab on NYSE's website, at http://www.nyse.com/. Abercrombie & Fitch requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's "mini-tender" offer. Abercrombie & Fitch operated a total of 735 stores at the end of August, including 173 abercrombie stores and 202 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-----