-----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, IriEx033HwHBAauwM8J4otQVB3P8zHZzIM1OrT6guluoNma5wzBJmy2CHIN4vyAu zxR8zJMtVqO9Cbpv8azORw== 0000950152-05-007362.txt : 20050830 0000950152-05-007362.hdr.sgml : 20050830 20050829192926 ACCESSION NUMBER: 0000950152-05-007362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050829 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050829 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: 051056820 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 l15849ae8vk.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): August 29, 2005 ----------------- ABERCROMBIE & FITCH CO. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-12107 31-1469076 -------------- ------------ -------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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: [ ] 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)) Item 2.02. Results of Operations and Financial Condition. and Item 7.01. Regulation FD Disclosure. On August 29, 2005, Abercrombie & Fitch Co. (the "Registrant") issued a news release reporting net sales and comparable store sales for the four-week period ended August 27, 2005 and net sales and comparable store sales for the fiscal year-to-date. A copy of the August 29, 2005 news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On August 29, 2005, the Registrant announced that Robert S. Singer, President and Chief Operating Officer, would be leaving the Registrant, effective August 31, 2005. The Registrant has initiated a search for a successor to Mr. Singer. In the interim, John W. Lough, Executive Vice President of Logistics and Store Operations, and Michael W. Kramer, Senior Vice President and Chief Financial Officer, will assume Mr. Singer's responsibilities. The Registrant and Mr. Singer are currently negotiating the terms of a severance agreement. Item 9.01. Financial Statements and Exhibits. (a) and (b) Not applicable. (c) Exhibits: The following exhibit is furnished with this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 99.1 News Release issued by Abercrombie & Fitch Co. on August 29, 2005 [Remainder of page intentionally left blank; signatures 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: August 29, 2005 By: /s/ Michael W. Kramer -------------------------- Michael W. Kramer Senior Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 News Release issued by Abercrombie & Fitch Co. on August 29, 2005 4 EX-99.1 2 l15849aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 ABERCROMBIE & FITCH ANNOUNCES MANAGEMENT CHANGES; COMPANY REPORTS AUGUST NET SALES INCREASE 36%, COMPARABLE STORE SALES INCREASE 24%, REAFFIRMS OUTLOOK FOR FISCAL YEAR NEW ALBANY, OHIO, AUGUST 29, 2005: Abercrombie & Fitch Co. (NYSE: ANF) today announced that Robert S. Singer, President and Chief Operating Officer, will be leaving the Company effective August 31, 2005. Chairman and Chief Executive Officer Mike Jeffries stated, "We appreciate the significant contributions Bob made during his fifteen months with us. He helped the Company focus on many important areas of our business, and we believe that his accomplishments will make the transition in leadership quite smooth. However, there was a difference in approach to the timing and extent of our expansion into certain international markets. While we are solidifying our plans to expand into Canada and the United Kingdom, our entry into other foreign markets will be at a more deliberate pace. "Bob's duties will be assumed by two of our current senior managers, John Lough, Executive Vice President of Logistics and Store Operations, and Mike Kramer, our CFO, who will take on the financial aspects of the COO's position." "My time with Abercrombie & Fitch has been an extraordinary experience. I will miss the many wonderful and talented people here, and wish them the greatest future success," said Mr. Singer. The Company also announced that it has retained Egon Zehnder to locate a President and Chief Operating Officer. Abercrombie & Fitch Co. also today reported net sales of $287.4 million for the four-week period ended August 27, 2005, a 36% increase over last year's August sales of $212.1 million. August comparable store sales increased 24% compared with the four-week period ended August 28, 2004. Year-to-date, the Company reported a net sales increase of 37% to $1.406 billion from $1.025 billion last year. Comparable store sales increased 24% for the year-to-date period. AUGUST 2005 HIGHLIGHTS o Total Company net sales increased 36% o Total Company comparable store sales increased 24% o Abercrombie & Fitch comparable store sales increased 13% o abercrombie comparable store sales increased 56% o Hollister Co. comparable store sales increased 29% The Company said that its August sales, which historically represent the most important month of the back-to-school season, were exceptionally strong. The business maintained excellent momentum during the month, achieving strong comparable store sales increases in each brand. The Company reaffirmed its recently increased guidance for the year of net income per fully-diluted share to be in the range of $3.10 to $3.30, based on a sales plan of approximately $2.7 billion for fiscal 2005, excluding a one-time charge to be taken in the third quarter for Mr. Singer's severance package. The Company operated 353 Abercrombie & Fitch stores, 164 abercrombie stores, 284 Hollister Co. stores and Six RUEHL stores at the end of fiscal August. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com. To hear Abercrombie & Fitch's pre-recorded August sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262. 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 Press Release, A&F'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 "FORWARD-LOOKING STATEMENTS AND RISK FACTORS" in "ITEM 1. BUSINESS" of A&F's Annual Report on Form 10-K for the fiscal year ended January 29, 2005, in some cases have affected and in the future could affect the Company's financial performance and could cause actual results for the 2005 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press 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, and the outcome of pending litigation. 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 Press 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-----