1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 1998 ----------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______________to________________ Commission file number 1-12107 ------- ABERCROMBIE & FITCH CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 31-1469076 - - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Four Limited Parkway East, Reynoldsburg, OH 43068 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 577-6500 ---------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class A Common Stock Outstanding at June 1, 1998 - - -------------------------------- ---------------------------------------- $.01 Par Value 54,745,748 Shares
2 ABERCROMBIE & FITCH CO. TABLE OF CONTENTS <TABLE> <CAPTION> Page No. -------- <S> <C> Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Income Thirteen Weeks Ended May 2, 1998 and May 3, 1997 ...............................................................3 Consolidated Balance Sheets May 2, 1998 and January 31, 1998 ..........................................................4 Consolidated Statements of Cash Flows Thirteen Weeks Ended May 2, 1998 and May 3, 1997 ...............................................................5 Notes to Consolidated Financial Statements .........................................................6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition ............................................10 Part II. Other Information Item 1. Legal Proceedings ............................................................................15 Item 6. Exhibits and Reports on Form 8-K .............................................................16 </TABLE> 2
3 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Thousands except per share amounts) (Unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended ------------------------ May 2, May 3, 1998 1997 --------- --------- <S> <C> <C> NET SALES $ 134,230 $ 74,316 Cost of Goods Sold, Occupancy and Buying Costs 85,019 50,375 --------- --------- GROSS INCOME 49,211 23,941 General, Administrative and Store Operating Expenses 38,872 21,961 --------- --------- OPERATING INCOME 10,339 1,980 Interest (Income) Expense, Net (169) 1,035 --------- --------- INCOME BEFORE INCOME TAXES 10,508 945 Provision for Income Taxes 4,200 380 --------- --------- NET INCOME $ 6,308 $ 565 ========= ========= NET INCOME PER SHARE: Basic $ 0.12 $ 0.01 ========= ========= Diluted $ 0.12 $ 0.01 ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 51,207 51,022 ========= ========= Diluted 52,476 51,068 ========= ========= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 3
4 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands) <TABLE> <CAPTION> May 2, January 31, 1998 1998 --------- --------- (Unaudited) ASSETS ------ <S> <C> <C> CURRENT ASSETS: Cash and Equivalents $ 2,671 $ 42,667 Accounts Receivable 951 1,695 Inventories 36,707 33,927 Store Supplies 5,817 5,592 Intercompany Receivable 34,020 23,785 Other 1,337 1,296 --------- --------- TOTAL CURRENT ASSETS 81,503 108,962 PROPERTY AND EQUIPMENT, NET 68,739 70,517 DEFERRED INCOME TAXES 4,239 3,759 OTHER ASSETS 740 - --------- --------- TOTAL ASSETS $ 155,221 $ 183,238 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts Payable $ 12,615 $ 15,968 Accrued Expenses 37,722 35,143 Income Taxes Payable 1,851 15,851 --------- --------- TOTAL CURRENT LIABILITIES 52,188 66,962 LONG-TERM DEBT - 50,000 OTHER LONG-TERM LIABILITIES 11,594 7,501 SHAREHOLDERS' EQUITY: Common Stock 517 511 Paid-In Capital 143,891 117,972 Retained Earnings (Deficit) (52,623) (58,931) --------- --------- 91,785 59,552 Less: Treasury Stock, at Cost (346) (777) --------- --------- TOTAL SHAREHOLDERS' EQUITY 91,439 58,775 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 155,221 $ 183,238 ========= ========= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 4
5 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) (Unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended ---------------------- May 2, May 3, 1998 1997 -------- -------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 6,308 $ 565 Impact of Other Operating Activities on Cash Flows: Depreciation and Amortization 5,128 3,478 Noncash Charge for Deferred Compensation 3,801 - Changes in Assets and Liabilities: Inventories (2,780) 3,977 Accounts Payable and Accrued Expenses (774) 1,288 Income Taxes (14,480) (10,320) Other Assets and Liabilities 1,021 941 -------- -------- NET CASH USED FOR OPERATING ACTIVITIES (1,776) (71) -------- -------- CASH USED FOR INVESTING ACTIVITIES Capital Expenditures (4,341) (6,023) -------- -------- FINANCING ACTIVITIES: Issuance of Common Stock 25,875 - Increase (Decrease) in Intercompany Balance (10,235) 6,922 Exercise of Stock Options and Other 481 - Purchase of Treasury Stock - (852) Repayment of Long-Term Debt (50,000) - -------- -------- NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (33,879) 6,070 -------- -------- NET DECREASE IN CASH AND EQUIVALENTS (39,996) (24) Cash and Equivalents, Beginning of Year 42,667 1,945 -------- -------- CASH AND EQUIVALENTS, END OF PERIOD $ 2,671 $ 1,921 ======== ======== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 5
6 ABERCROMBIE & FITCH CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION Abercrombie & Fitch Co. (the "Company") is a specialty retailer of high quality, casual apparel for men and women with an active, youthful lifestyle. The consolidated financial statements include the accounts of the Company and all significant subsidiaries which are more than 50 percent owned and controlled. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements as of and for the periods ended May 2, 1998 and May 3, 1997 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's 1997 Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position and results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations for a full fiscal year. The consolidated financial statements as of May 2, 1998 and for the thirteen week periods ended May 2, 1998 and May 3, 1997 included herein have been reviewed by the independent accounting firm of Coopers & Lybrand L.L.P. and the report of such firm follows the notes to consolidated financial statements. 2. CONSUMMATION OF EXCHANGE OFFER On May 19, 1998, The Limited, Inc. completed a tax-free exchange offer to establish the Company as an independent company. The Limited accepted 47,075,052 shares of its common stock that were exchanged at a ratio of .86 of a share of Abercrombie & Fitch stock for each Limited share accepted for exchange. In addition, on June 1, 1998, The Limited effected a pro rata spin-off to its shareholders of its remaining 3,115,455 Abercrombie & Fitch shares. Limited shareholders of record at the close of trading on May 29, 1998 received .013673 of a share of Abercrombie & Fitch stock for each Limited share owned at that time. 6
7 3. EARNINGS PER SHARE Weighted Average Common Shares Outstanding (thousands): <TABLE> <CAPTION> May 2, May 3, 1998 1997 ------------ ------------ <S> <C> <C> Common shares issued 51,235 51,050 Treasury shares (28) (28) ------------ ------------ Basic shares 51,207 51,022 Dilutive effect of options and restricted shares 1,269 46 ------------ ------------ Diluted shares 52,476 51,068 ============ ============ </TABLE> 4. INVENTORIES The fiscal year of the Company and its subsidiaries is comprised of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Valuation of finished goods inventories is based principally upon the lower of average cost or market determined on a first-in, first-out basis utilizing the retail method. Inventory valuation at the end of the first and third quarters reflects adjustments for inventory markdowns and shrinkage estimates for the total selling season. 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of (thousands): <TABLE> <CAPTION> May 2, January 31, 1998 1998 ------------ ------------ <S> <C> <C> Property and equipment, at cost $ 126,873 $ 124,000 Accumulated depreciation and amortization (58,134) (53,483) ------------ ------------ Property and equipment, net $ 68,739 $ 70,517 ============ ============ </TABLE> 6. INCOME TAXES The Company is included in The Limited's consolidated federal and certain state income tax groups for income tax purposes and will continue to be through fiscal 1998. Under this arrangement, the Company is responsible for its proportionate share of income taxes calculated upon its federal taxable income at a current estimate of the Company's annual effective tax rate. Income taxes paid during the thirteen weeks ended May 2, 1998 and May 3, 1997 approximated $18.1 million and $10.7 million. 7
8 7. LONG-TERM DEBT The Company entered into a $150 million unsecured credit agreement (the "Agreement"), on April 30, 1998 (the "Effective Date"). Borrowings outstanding under the Agreement are due April 30, 2003. The Agreement has several borrowing options, including interest rates that are based on the lender's "Alternate Base Rate", a LIBO Rate or a rate submitted under a bidding process. Facilities fees payable under the Agreement are based on the Company's long-term credit ratings, and currently approximate .275% of the committed amount per annum. The Agreement contains covenants relating to the Company's debt, interest expense and EBITDAR. No amounts were outstanding under the Agreement at May 2, 1998. Long-term debt at January 31, 1998 consisted of a 7.80% unsecured note in the amount of $50 million that represented the Company's proportionate share of certain long-term debt of The Limited. The interest rate and maturity of the note paralleled that of corresponding debt of The Limited. On April 15, 1998, the Company repaid the $50 million long-term note owed The Limited by issuing 600,000 shares of Class A common stock at a price of $43.125 per share and paid $24,125,000 in cash. 8. RELATIONSHIP WITH THE LIMITED The Limited provides various services to the Company including, but not limited to, certain associate benefit plan administration, information technology, tax, store planning/design, transportation, real estate and import and shipping services. To the extent expenditures are specifically identifiable, they are charged to the Company. All other related support expenses are charged to the Company and other divisions of The Limited based upon various allocation methods. Subsequent to the exchange offer, the cost of these services generally is equal to The Limited's costs in providing the relevant services plus 5% of such costs. The Limited will cease to provide a substantial majority of these services on May 19, 1999 (the first anniversary of the expiration of the exchange offer establishing the Company as an independent company). The Company's proprietary credit card processing is performed by Alliance Data Systems which is approximately 40% owned by The Limited. Cash activity was provided through The Limited's centralized cash management systems and was reflected in the Company's intercompany account. The intercompany account was an interest earning asset or interest bearing liability of the Company depending upon the level of cash receipts and disbursements. 8
9 REPORT OF INDEPENDENT ACCOUNTANTS To the Audit Committee of The Board of Directors of Abercrombie & Fitch Co. We have reviewed the condensed consolidated balance sheet of Abercrombie & Fitch Co. and Subsidiaries at May 2, 1998, and the related condensed consolidated statements of income and cash flows for the thirteen-week periods ended May 2, 1998 and May 3, 1997. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of January 31, 1998, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 20, 1998, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 31, 1998, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. COOPERS & LYBRAND L.L.P. Columbus, Ohio May 7, 1998 9
10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS During the first quarter of 1998, net sales increased 81% to $134.2 million from $74.3 million a year ago. Operating income improved to $10.3 million in the first quarter of 1998 from $2.0 million in the first quarter of 1997. Earnings per diluted share were $.12 in the first quarter of 1998 compared to $.01 a year ago. Financial Summary - - ----------------- The following summarized financial and statistical data compares the thirteen week period ended May 2, 1998 to the comparable 1997 period: <TABLE> <CAPTION> 1998 1997 % CHANGE ------------ ------------ ----------- <S> <C> <C> <C> Increase in comparable store sales 48% 14% Retail sales increase attributable to new and remodeled stores 33% 32% Retail sales per average selling square foot $106 $73 45% Retail sales per average store (thousands) $838 $574 46% Average store size at end of quarter (selling square feet) 7,905 7,886 0% Selling square feet at end of quarter (thousands) 1,249 1,041 20% NUMBER OF STORES: Beginning of year 156 127 Opened 3 5 Closed (1) - ------------ ------------ End of period 158 132 ============ ============ </TABLE> Net Sales - - --------- Net sales for the first quarter of 1998 increased 81% to $134.2 million from $74.3 million. The increase was due to a comparable store sales increase of 48%, combined with the net addition of 26 stores compared to the first quarter of 1997. Comparable store sales increases were strong in both the men's and women's businesses as both were driven by a strong knit and short business. Additionally, the A&F Quarterly, a catalogue/magazine which premiered for back-to-school 1997, accounted for 2.0% of net sales in the first quarter of 1998. 10
11 Gross Income - - ------------ Gross income, expressed as a percentage of net sales, increased to 36.7% during the first quarter of 1998 from 32.2% for the same period in 1997. The increase was attributable to improved merchandise margins (representing gross income before the deduction of buying and occupancy costs) and a decrease in buying and occupancy costs, as a percentage of net sales, due to favorable expense leveraging associated with increased comparable store sales. General, Administrative and Store Operating Expenses - - ---------------------------------------------------- General, administrative and store operating expenses, expressed as a percentage of net sales, were 29.0% in the first quarter of 1998 and 29.6% for the comparable period in 1997. The improvement resulted primarily from the favorable leveraging of store expenses due to higher sales volume. Operating Income - - ---------------- First quarter operating income, expressed as a percentage of net sales, was 7.7% in 1998, up from 2.7% for the comparable period in 1997. The improvement in operating income is a result of both higher gross income and lower general, administrative and store operating expenses, as a percentage of net sales. Interest Income/Expense - - ----------------------- First quarter 1998 net interest income was $169 thousand as compared with net interest expense of $1.0 million for the first quarter last year. Interest expense in 1997 consisted of $975 thousand on the $50 million long-term debt that was repaid during the first quarter of 1998 in addition to interest on short-term borrowings. First quarter 1998 net interest income was primarily from short-term investments offset by interest expense on the $50 million long-term debt until repayment. 11
12 FINANCIAL CONDITION Liquidity and Capital Resources - - ------------------------------- Cash provided from operating activities and the Company's $150 million credit agreement provide the resources to support operations, including projected growth, seasonal requirements and capital expenditures. A summary of the Company's working capital position and long-term ongoing capitalization follows (thousands): <TABLE> <CAPTION> May 2, January 31, 1998 1998 ------------ ------------ <S> <C> <C> Working capital $29,315 $42,000 ============ ============ Capitalization: Long-term debt - $50,000 Shareholders' equity $91,439 58,775 ------------ ------------ Total capitalization $91,439 $108,775 ============ ============ </TABLE> Net cash used for operating activities totaled $1.8 million for the thirteen weeks ended May 2, 1998 versus $71 thousand in the comparable period in 1997. Cash was provided from the increase in net income before depreciation and amortization. Cash requirements for inventory increased over the period, supporting the sales growth and addition of stores. Additionally, cash used for income taxes increased due to the first quarter tax payments made on higher fourth quarter earnings. Abercrombie & Fitch's operations are seasonal in nature and typically peak during the back-to-school and Christmas selling periods. Accordingly, cash requirements for inventory expenditures are highest during these periods. Investing activities were all for capital expenditures, which are primarily for new stores. Financing activities in the first quarter of 1998 consisted primarily of the repayment of $50 million long-term debt to The Limited. This occurred through the issuance of 600,000 shares of Class A common stock to The Limited with the remaining balance paid with cash from operations. Capital Expenditures - - -------------------- Capital expenditures, primarily for new and remodeled stores, totaled $4.3 million for the thirteen weeks ended May 2, 1998 compared to $6.0 million for the comparable period of 1997. The Company anticipates spending $38-$45 million in 1998 for capital expenditures, of which $32-$37 million will be for new stores, remodeling and/or expansion of existing stores and related improvements. The Company intends to add approximately 225,000 net selling square 12
13 feet in 1998, which will represent an 18% increase over year-end 1997. It is anticipated that the increase will result from the addition of 30 new stores and the remodeling and/or expansion of four to six stores. The Company estimates that the average cost for leasehold improvements, furniture and fixtures for stores opened in 1998 will approximate $725,000 per store, after giving effect to landlord allowances. In addition, inventory purchases are expected to average approximately $275,000 per store. Additionally, the Company plans to open 13 to 15 children's stores in 1998. The planned store size is approximately 3,200 selling square feet and the average cost for leasehold improvements, furniture and fixtures will be approximately $530,000. The Company expects capital expenditures will be funded principally by net cash provided by operating activities. Information Systems and "Year 2000" Compliance - - ---------------------------------------------- As discussed in the Company's Annual Report on Form 10-K, the Company has completed a comprehensive review of its information systems and is involved in a program to update computer systems and applications in preparation for the year 2000. The Company will incur internal staff costs as well as outside consulting and other expenditures related to the initiative. Total incremental expenses, including depreciation and amortization of new package systems, remediation to bring current systems into compliance and writing off legacy systems are not expected to have a material impact on the Company's financial condition in any year during the conversion process through 2000. The Company is attempting to contact vendors and others on whom it relies to assure that their systems will be timely converted. However, there can be no assurance that the systems of other companies on which the Company's systems rely also will be timely converted or that any such failure to convert by another company would not have an adverse effect on the Company's systems. Furthermore, no assurance can be given that any or all of the Company's systems are or will be Year 2000 compliant, or that the ultimate costs required to address the Year 2000 issue or the impact of any failure to achieve substantial Year 2000 compliance will not have a material adverse effect on the Company's financial condition. Relationship with The Limited - - ----------------------------- Subsequent to the exchange offer (see Note 2 to the Consolidated Financial Statements), the Company and The Limited entered into service agreements which include among other things, tax, information technology and store design and construction. These agreements are generally for a term of one year. Service agreements were also entered into for the continued use by the Company of its distribution and home office space and transportation and logistic services. These agreements are generally for a term of three years. Costs for these services will generally be the costs and expenses incurred by The Limited plus 5% of such amounts. Upon expiration of these agreements with The Limited, the Company may bring certain services in-house, contract with other outside parties or take other actions the Company deems appropriate at that time. The Company does not anticipate that costs associated with these service agreements or costs to be incurred upon their expiration will have a material adverse impact on its financial condition. 13
14 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 - - -------------------------------------------------------------------------------- All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on various important factors which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, changes in consumer spending patterns, consumer preferences and overall economic conditions, the impact of competition and pricing, changes in weather patterns, political stability, currency and exchange risks and changes in existing or potential duties, tariffs or quotas, availability of suitable store locations on appropriate terms, ability to develop new merchandise and ability to hire and train associates, and other factors that may be described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake 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. 14
15 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is a defendant in a variety of lawsuits arising in the ordinary course of business. On November 13, 1997, the United States District Court for the Southern District of Ohio, Eastern Division, dismissed with prejudice an amended complaint previously transferred to that court by the United States District Court, Central District of California. The amended complaint, which had been filed against the Company, The Limited and certain of The Limited's other subsidiaries by the American Textile Manufacturers Institute ("ATMI"), a textile industry trade association, alleged that the defendants violated the federal False Claims Act by submitting false country of origin records to the U.S. Customs Service. On November 26, 1997, ATMI served a motion to alter or amend judgment and a motion to disqualify the presiding judge and to vacate the order of dismissal. The motion to disqualify was denied on December 22, 1997, but as a matter of his personal discretion, the presiding judge elected to recuse himself from further proceedings and this matter was transferred to another judge of the United States District Court for the Southern District of Ohio, Western Division. On May 21, 1998, this judge reaffirmed the earlier dismissal and denied all pending motions seeking to alter, amend or vacate the judgment that had been entered in favor of the Company. On June 5, 1998, ATMI filed a notice of appeal to the United States Court of Appeals for the Sixth Circuit. On June 2, 1998, Abercrombie & Fitch filed suit against American Eagle Outfitters alleging an intentional and systematic copying of the Abercrombie & Fitch Brand, its images and business practices, including the design and look of the Company's merchandise, marketing and catalogue/magazine. The lawsuit was filed in Federal District Court in Columbus, Ohio and seeks to enjoin American Eagle's practices, recover lost profits and obtain punitive damages. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the foregoing proceedings are not expected to have a material adverse effect on the Company's financial position or results of operations. 15
16 Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- 3. Articles of Incorporation and Bylaws 3.1 Amended and Restated Certificate of Incorporation of the Company incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996. 3.2 Bylaws of the Company incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996. 4. Instruments Defining the Rights of Security Holders 4.1 Specimen Certificate of Class A Common Stock of the Company incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-8231) (the "Form S-1"). 4.2 Credit Agreement dated as of April 30, 1998 among Abercrombie & Fitch Stores, Inc., as Borrower, the Company, as Guarantor, the Lenders party thereto, The Chase Manhattan Bank, as Administrative Agent, and Chase Securities, Inc., as Arranger, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 30, 1998. 10. Material Contracts 10.1 Abercrombie & Fitch Co. Incentive Compensation Performance Plan incorporated by reference to Exhibit A to the Company's Proxy Statement dated April 14, 1997. 10.2 Abercrombie & Fitch Co. 1997 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan incorporated by reference to Exhibit B to the Company's Proxy Statement dated April 14, 1997. 10.3 Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors incorporated by reference to Exhibit C to the Company's Proxy Statement dated April 14, 1997. 10.4 Employment Agreement by and between the Company and Michael S. Jeffries dated as of May 13, 1997 with exhibits and amendment incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 1, 1997. 10.5 Employment Agreement by and between the Company and Michele Donnan-Martin dated December 5, 1997 incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4 (File No. 333-46423) (the "Form S-4"). 10.6 Employment Agreement by and between the Company and Seth R. Johnson dated December 5, 1997 incorporated by reference to Exhibit 10.10 to the Form S-4. 10.7 Tax Disaffiliation Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company. 16
17 10.8 Amended and Restated Services Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company. 10.9 Shared Facilities Agreement dated September 27, 1996 by and between the Company and The Limited, Inc., incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996. 10.10 Sublease Agreement by and between Victoria's Secret Stores, Inc. and the Company, dated June 1, 1995, (the "Sublease Agreement") incorporated by reference to Exhibit 10.3 to the Form S-1. 10.11 Amendment No. 1 to the Sublease Agreement dated as of May 19, 1998. 15. Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Report of Independent Accountants 27. Financial Data Schedule (b) Reports on Form 8-K. -------------------- Date of Report Items Reported -------------- -------------- February 17, 1998 Fourth Quarter Results; Commencement of Exchange Offer April 9, 1998 February and March Sales Announcement April 30, 1998 Entry in Credit Agreement; First Quarter Sales May 19, 1998 Consummation of Exchange Offer 17
18 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 thereunto duly authorized. ABERCROMBIE & FITCH CO. (Registrant) By /s/ Seth R. Johnson ----------------------------------- Seth R. Johnson, Vice President and Chief Financial Officer* Date: June 15, 1998 - - ----------------------------------- * Mr. Johnson is the principal financial officer and has been duly authorized to sign on behalf of the Registrant. 18
19 EXHIBIT INDEX ------------- <TABLE> <CAPTION> Exhibit No. Document ----------- ----------------------------------------- <S> <C> <C> 10.7 Tax Disaffiliation Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company. 10.8 Amended and Restated Services Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company. 10.11 Amendment No. 1 to the Sublease Agreement dated as of May 19, 1998. 15 Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Report of Independent Accountants. 27 Financial Data Schedule. </TABLE>