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): June 20, 2005

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On June 20, 2004, Abercrombie & Fitch Co. (the “Registrant”) and Abercrombie & Fitch Management Co., a subsidiary of the Registrant (“A&F Management”), executed a First Amendment, dated as of June 22, 2005 (the “First Amendment”), in respect of the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004 (as so amended, the “Credit Agreement”), among A&F Management, as Borrower; the Registrant, as Guarantor; National City Bank, JPMorgan Chase Bank, N.A., Bank of America, N.A., The Bank of New York, Fifth Third Bank (Central Ohio), The Huntington National Bank, LaSalle Bank National Association, PNC Bank, National Association, The Norinchukin Bank, and U.S. Bank National Association, as Lenders (collectively, the “Lenders”); and National City Bank, as Administrative Agent. The First Amendment became effective upon its execution by the Registrant and A&F Management.

     The First Amendment amends the terms of the negative covenant in the Credit Agreement, which limits the amount of investments, loans, advances and guarantees to or in favor of foreign subsidiaries of the Registrant and A&F Management and third parties. Under the First Amendment, the aggregate amount of (i) additional investments by the Registrant, A&F Management and their respective subsidiaries in the capital stock of foreign subsidiaries of the Registrant or A&F Management, joint ventures or the capital stock, assets, obligations or other securities of or interests in third parties and (ii) loans, advances and guarantees by the Registrant, A&F Management or their respective domestic subsidiaries to or in favor of foreign subsidiaries of the Registrant or A&F Management, outstanding at any time may not exceed 30% of the consolidated tangible assets of the Registrant and its subsidiaries. Under the Credit Agreement, the limit had been 15% of consolidated shareholders’ equity of the Registrant.

     The First Amendment also amends the terms of the negative covenants in the Credit Agreement which limit the amount of indebtedness which may be incurred by the Registrant, A&F Management and their respective subsidiaries, in the following respects:

•   The foreign subsidiaries of the Registrant and A&F Management are permitted to have a maximum aggregate amount of $50,000,000 in indebtedness outstanding at any time, subject to the negotiated carve-outs specified in the Credit Agreement. The First Amendment increases the maximum aggregate amount of such permitted indebtedness from the $20,000,000 provided for in the Credit Agreement.

•   The Registrant, A&F Management and their respective domestic subsidiaries are permitted to have a maximum aggregate amount of $100,000,000 in other unsecured indebtedness outstanding at any time, subject to the negotiated carve-outs specified in the Credit Agreement. The First Amendment reduces the maximum aggregate amount of such permitted other unsecured indebtedness from the $150,000,000 provided for in the Credit Agreement.

     National City Bank serves as the registrar and transfer agent in respect of the Registrant’s Class A Common Stock. The Lenders provide other banking services not specifically outlined in

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the Credit Agreement and the First Amendment to the Registrant, A&F Management and their respective subsidiaries in the ordinary course of their respective business operations.

     As of June 20, 2005, there had been no loans made under the Credit Agreement and letters of credit totaling approximately $59.1 million were outstanding under the Credit Agreement. Trade and stand-by letters of credit will continue to be requested by A&F Management in the ordinary course of its business.

     The foregoing description of the provisions of the First Amendment is qualified in its entirety by reference to the full and complete terms of the First Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     Please see the description in “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K related to the execution of the First Amendment by the Registrant and A&F Management, which description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits:

     The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
4.1	First Amendment, dated as of June 22, 2005, to the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among Abercrombie & Fitch Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor; the Lenders party thereto; and National City Bank, as Administrative Agent

[Remainder of page intentionally left blank;
signature on following page.]

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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: June 22, 2005	By:	/s/ Robert S. Singer
		Robert S. Singer President and Chief Operating Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	First Amendment, dated as of June 22, 2005, to the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004, among Abercrombie & Fitch Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor; the Lenders party thereto; and National City Bank, as Administrative Agent

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EX-4.1

Exhibit 4.1

     FIRST AMENDMENT, dated as of June 22, 2005 (this “Amendment”), to the Credit Agreement, dated as of November 14, 2002, as amended and restated as of December 15, 2004 (as so amended and restated and in effect on the date hereof, 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. (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order therein:

     “Consolidated Tangible Assets” means, at any time, the aggregate amount of assets of the Parent and the Subsidiaries, minus all goodwill, trade names, trademarks, patents and other intangible assets of the Parent and the Subsidiaries, all as set forth in the consolidated balance sheet of the Parent and the Subsidiaries most recently delivered by the Borrower pursuant to Section 5.01 on such date of determination, determined on a consolidated basis in accordance with GAAP.

     (b) Section 6.01(g) of the Credit Agreement is hereby amended by replacing the amount “$150,000,000” in the third line thereof with the amount “$100,000,000”.

     (c) Section 6.01(h) of the Credit Agreement is hereby amended by replacing the amount “$20,000,000” in the second line thereof with the amount “$50,000,000”.

     (d) Section 6.05(c) of the Credit Agreement is hereby amended to read in its entirety as follows:

     “(c) additional purchases of or investments by the Parent, the Borrower or any Subsidiary in the capital stock of Subsidiaries, including Foreign Subsidiaries, joint ventures or the capital stock, assets, obligations or other securities of or interests in other Persons, and loans and advances by the Parent, the Borrower or any Domestic Subsidiary to or in favor of, and Guarantees by the Parent, the Borrower or any Domestic Subsidiary of the obligations of, Foreign Subsidiaries, in an amount in the aggregate at any time outstanding which does not exceed 30% of Consolidated Tangible Assets;”

     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);

     (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. Work Fee. In consideration of the agreements of the Lenders contained herein, the Borrower agrees to pay, through the Administrative Agent, to each Lender that returns an executed signature page of this Amendment not later than 5:00 p.m., New York City time, on June 22, 2005 a work fee (the “Work Fee”) equal to $2,500; provided that no Work Fees shall be payable hereunder if this Amendment does not become effective as provided under Section 6 on or prior to June 22, 2005. The Work Fees shall be payable in immediately available funds on the next business day following the Effective Date (as defined below). Once paid, the Work Fees shall not be refundable.

     SECTION 6. 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.

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     SECTION 7. 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 8. 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 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 9. 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 10. 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]

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     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/ Peter A. Hutt
	Name: Peter A. Hutt Title: VP and Treasurer
ABERCROMBIE & FITCH CO.,
by:	/s/ Peter A. Hutt
	Name: Peter A. Hutt Title: Assistant Treasurer
NATIONAL CITY BANK, individually and as Administrative Agent,
by:	/s/ Ralph A. Kaparos
	Name: Ralph A. Kaparos Title: Senior Vice President

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SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF JUNE 22, 2005 TO THE ABERCROMBIE & FITCH CREDIT AGREEMENT DATED AS OF NOVEMBER 14, 2002, AS AMENDED AND RESTATED AS OF DECEMBER 15, 2004

BANK OF AMERICA, N.A.,
by:	/s/ Kathleen Dimock
	Name: Kathleen Dimock Title: Managing Director
THE BANK OF NEW YORK,
by:	/s/ Randolph E.J. Medrano
	Name: Randolph E.J. Medrano Title: Vice President
FIFTH THIRD BANK,
by:	/s/ Kristie L. Nicolosi
	Name: Kristie L. Nicolosi Title: Assistant Vice President

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THE HUNTINGTON NATIONAL BANK,
by:	/s/ Frederick G. Hadley
	Name: Frederick G. Hadley Title: Senior Vice President
JPMORGAN CHASE BANK, N.A.,
by:	/s/ Craig Transue
	Name: Craig Transue Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
by:	/s/ Ted Lape
	Name: Ted Lape Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
by:	/s/ Jeffrey L. Stein
	Name: Jeffrey L. Stein Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
by:	/s/ Jennifer L. Thurston
	Name: Jennifer L. Thurston Title: Asst. Vice President

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