<PAGE> 1
As filed with the Securities and Exchange Commission
on November 12, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ABERCROMBIE & FITCH CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-1469076
-----------------------------------
(I.R.S. Employer Identification No.)
Four Limited Parkway, Reynoldsburg, Ohio 43230
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
THE LIMITED STOCK PURCHASE PLAN
-------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President, General Counsel and Secretary
Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio 43068
(614) 577-6500
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(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- --------------------------------------------------------------------------------------------------------
Common Stock
$0.01 par value 300,000 shares $22.5625 $6,768,560 $2,051.14
========================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices reported in the New York Stock Exchange
consolidated reporting system as of November 6, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) Prospectus contained in the Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (Reg. No. 333-8231), filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
August 28, 1996.
(b) All reports, if any, filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
October 1, 1996.
(c) The description of the Registrant's Class A Common Stock, $.01 par
value, set forth in the Registrant's Amendment No. 2 to Registration Statement
on Form S-1, filed with the Commission on August 28, 1996 ("Common Stock").
All documents filed by the Registrant with the Commission after the date
of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may
permit indemnity for such officer or director to the extent it deems proper.
2
<PAGE> 3
The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time.
Directors and officers of the Registrant and its subsidiaries are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance
expenses upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 6.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
3
<PAGE> 4
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reynoldsburg, State of Ohio, on November 7, 1996.
ABERCROMBIE & FITCH CO.
(The Registrant)
By /s/ Kenneth B. Gilman
-----------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 7, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- ----------------------
Leslie H. Wexner
/s/ Kenneth B. Gilman Vice Chairman of the Board
- ----------------------
Kenneth B. Gilman
* President, Chief Executive
- ---------------------- Officer and Director
Michael S. Jeffries (principal executive officer)
* Vice President-Chief Financial Officer
- ---------------------- (principal financial and
Seth R. Johnson accounting officer)
* Director
- ----------------------
E. Gordon Gee
* Director
- ----------------------
Donald B. Shackelford
* Director
- ----------------------
Roger D. Blackwell
*Kenneth B. Gilman, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ Kenneth B. Gilman
-------------------------
Kenneth B. Gilman,
Attorney-in-Fact
5
<PAGE> 6
EXHIBIT INDEX
-------------
The following exhibits are filed as part of this Registration Statement:
Exhibit
-------
4.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.1 of the
Registrant's Amendment No. 2 to Registration Statement on Form S-1
(Reg. No. 333-8231), filed by the Registrant with the Securities
and Exchange Commission on August 28, 1996.
4.2 Form of Bylaws of the Registrant incorporated by reference to
Exhibit 3.1 of the Registrant's Amendment No. 2 to Registration
Statement on Form S-1 (Reg. No. 333-8231), filed by the Registrant
with the Securities and Exchange Commission on August 28, 1996.
4.3 Copy of The Limited Stock Purchase Plan, as amended and restated.
5.1 Legal opinion of Samuel P. Fried, Esq., Vice President, General
Counsel and Secretary of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President, General Counsel and
Secretary of the Registrant (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney.
6
<PAGE> 1
Exhibit 4.3
THE LIMITED STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I - Introduction ....................................................... 1
ARTICLE II - Definitions ....................................................... 1
2.1. "A&F" .............................................................. 1
2.2. "A&F Stock" ........................................................ 1
2.3. "Account" .......................................................... 1
2.4. "Affiliate" ........................................................ 1
2.5. "Associate" ........................................................ 1
2.6. "Board of Directors" ............................................... 1
2.7. "Company" .......................................................... 1
2.8. "Compensation" ..................................................... 2
2.9. "Contributions" .................................................... 2
2.10. "Custodian" ........................................................ 2
2.11. "Eligible Associate" ............................................... 2
2.12. "Employer" ......................................................... 2
2.13. "Employer Stock" ................................................... 2
2.14. "Enrollment Form" .................................................. 2
2.15. "IBI" .............................................................. 2
2.16. "IBI Stock" ........................................................ 2
2.17. "Limited Stock" .................................................... 2
2.18. "Participant" ...................................................... 2
2.19. "Plan" ............................................................. 2
2.20. "Section 16 Person" ................................................ 2
2.21. "Subsidiary" ....................................................... 3
2.22. "Servicing Agreement" .............................................. 3
2.23. "The Limited"....................................................... 3
ARTICLE III - Participation ..................................................... 3
3.1. Enrollment ....................................................... 3
3.2. Investment Designation ........................................... 3
3.3. Modifications .................................................... 3
3.4. Termination of Eligible Associate Status ......................... 4
ARTICLE IV - Contributions ...................................................... 4
4.1. Withholding ..................................................... 4
4.2. Payment to Custodian ............................................. 4
4.3. Servicing Agreement .............................................. 4
</TABLE>
<PAGE> 3
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<TABLE>
<S> <C>
ARTICLE V - Investment of Contributions ...................................... 5
5.1. Accounts with Custodian ....................................... 5
5.2. Purchases of Employer Stock ................................... 5
5.3. Statements .................................................... 6
5.4. Commissions and Expenses ...................................... 6
5.5. Reports and Materials ......................................... 6
5.6. Withdrawals and Sales of Employer Stock ....................... 6
5.7. Termination ................................................... 7
5.8. Subscription Rights ........................................... 7
ARTICLE VI - Amendment and Termination ......................................... 8
6.1. Amendment of Plan ............................................. 8
6.2. Termination of Plan ........................................... 8
ARTICLE VII - Miscellaneous .................................................... 8
7.1. No Right of Employment ........................................ 8
7.2. Severability .................................................. 9
7.3. Successors .................................................... 9
7.4. Captions, Gender and Number ................................... 9
7.5. Risk of Participants .......................................... 9
7.6. Tax Effects ................................................... 9
7.7. Section 16 Persons ............................................ 9
7.8. Modifications, Waivers, Etc. .................................. 10
7.9. Liability of Employer ......................................... 10
7.10. Governing Law ................................................. 10
7.11. Rights as Stockholder ......................................... 10
7.12. No Assignments of Rights ...................................... 10
</TABLE>
<PAGE> 4
THE LIMITED STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)
ARTICLE I
INTRODUCTION
LIMITED SERVICE CORPORATION (the "Company") maintains the Stock
Purchase Plan for Associates of The Limited, Inc. (the "Plan") in order to
provide Associates of The Limited, Inc. ("The Limited ") and its Affiliates and
Subsidiaries with the opportunity to purchase shams of common stock of The
Limited. The Company hereby amends and restates the Plan, in order (i) to
provide Associates of Intimate Brands, Inc. ("IBI") with the opportunity to
also purchase shares of common stock of IBI under the Plan; (ii) to provide
Associates of Abercrombie & Fitch Co. ("A&F") with the opportunity to also
purchase shares of common stock of A&F under the Plan on and after November 15,
1996; (iii) to incorporate changes in the rules under Section 16 of the
Securities and Exchange Act of 1934 that are applicable to the Plan; (iv) to
rename the Plan " The Limited Stock Purchase Plan" and (iv) to make certain
other changes to the Plan.
ARTICLE II
Definitions
Whenever used herein, the following words and phrases shall have the
meanings stated below, unless a different meaning is clearly indicated by the
context:
2.1. "A&F" means Abercrombie & Fitch Co., a Delaware corporation, and
any successors thereto.
2.2. "A&F STOCK" means the Class A common stoclc, $0.01 par value,
of A&F.
2.3. "ACCOUNT" means the account maintained for each Participant by
the Custodian, which will be the entire interest of the Participant under the
Plan.
2.4. "AFFILIATE" means any entity which controls, is controlled by, or
is under common control with, The Limited.
2.5 "ASSOCIATE" means any person employed by the Employer.
2.6. "BOARD OF DIRECTORS" means the board of directors of the Company.
2.7. "COMPANY" means Limited Service Corporation, a Delaware
corporation, and any successor thereto.
<PAGE> 5
-2-
2.8. "COMPENSATION" means amounts received by an Eligible Associate
from an Employer as cash compensation while the Eligible Associate is a
Participant.
2.9. "CONTRIBUTIONS" means the amounts withheld by the Employer from
the Compensation of a Participant pursuant to an Enrollment Form, which amounts
will be paid over to the Custodian for investment in Employer Stock.
2.10. "CUSTODIAN" means Merrill, Lynch, Pierce, Fenner & Smith, Inc.,
or the party or parties acting as such under the Servicing Agreement.
2.11. "ELIGIBLE ASSOCIATE" means an Associate who (i) has the legal
capacity to enter into binding contractual obligations, and (ii) is not in a
category of Associates designated by the Employer as ineligible to participate
in the Plan.
2.12. "EMPLOYER" means the Company and any Subsidiary or Affiliate
which, with the consent of the Board of Directors, adopts this Plan and agree
to be bound by the terms of the Servicing Agreement.
2.13. "EMPLOYER STOCK" means Limited Stock, IBI Stock and, on and after
November 15, 1996, A&F Stock.
2.14. "ENROLLMENT FORM" means an agreement, on such form as may be
prescribed by the Company, between an Eligible Associate and his or her
Employer, whereby the Eligible Associate agrees to become a Participant in the
Plan and directs the Employer to withhold Contributions from his or her
Compensation.
2.15. "IBI" means Intimate Brands, Inc., a Delaware corporation, and
any successors thereto.
2.16. "IBI STOCK" means the Class A common stock, $0.01 par value,
of IBI.
2.17. "LIMITED STOCK" means the Class A common stock, $0.50 par value,
of The Limited.
2.18. "PARTICIPANT" means an Eligible Associate who has enrolled as a
Participant in accordance with Section 3.1.
2.19. "PLAN" means The Limited Stock Purchase Plan (formerly named the
Stock Purchase Plan for Associates of The Limited, Inc.), as amended and
restated herein and as the same may from time to time hereafter be amended.
2.20. "SECTION 16 PERSON" means (i) any member of the Board of
Directors of The Limited or IBI, (ii) the president, principal financial
officer, principal accounting officer (or,
<PAGE> 6
- 3 -
if there is no such accounting officer, the controller), or any vice-president
in charge of a principal business unit, division or function, or The Limited
or IBI, or (iii) any person who is the beneficial owner of more than 10% of the
outstanding Limited Stock or IBI Stock. The Chief Financial Officers of The
Limited and IBI shall designate those individuals who are Section 16 Persons
and deliver a list of the Section 16 Persons eligible to participate in the
Plan to the Custodian from time to time or at the request of the Custodian.
Such list of Section 16 Persons will be conclusive on the Custodian and
the sole source of determining who is a Section 16 Person, and the Custodian
shall not be required to further investigate whether a Participant is a
Section 16 Person.
2.21. "SUBSIDIARY" means any entity of which The Limited owns, directly
or indirectly, more than 50% of the issued and outstanding shares of common
stock.
2.22. "SERVICING AGREEMENT" means an agreement entered into by and
between the Company and the Custodian governing certain terms and conditions
of the Plan and its operations.
2.23. "The LIMITED" means The Limited, Inc., a Delaware corporation, and
any successor thereto.
ARTICLE III
PARTICIPATION
3.1. ENROLLMENT. Each Eligible Associate may become a Participant by
completing and returning to the Employer an Enrollment Form, except to the
extent that Section 16 Persons are limited under Section 7.7 for periods prior
to August 15, 1996. By becoming a Participant, each Associate agrees to the
provisions of the Plan and the Servicing Agreement and to all amendments to
the Plan and the Servicing Agreement.
3.2. INVESTMENT DESIGNATION. A Participant who is an Associate of IBI
must designate on his or her Enrollment Form the portion, if any, of his or
her Contribution that is to be invested by the Custodian in Limited Stock and
the portion, if any, that is to be invested in IBI Stock. On and after
November 15, 1996, a Participant who is an Associate of A&F must designate on
his or her Enrollment Form the portion, if any, of his or her Contribution
that is to be invested by the Custodian in Limited Stock and the portion, if
any, that is to be invested in A&F Stock. Contributions by Participants who
are not Associates of IBI or A&F will be invested entirely in Limited Stock.
3.3. MODIFICATIONS. An Enrollment Form may be modified, suspended, or
terminated by the Participant by completing and returning a new Enrollment
Form that will be effective as of such date as the Employer may determine.
<PAGE> 7
- 4 -
3.4. TERMINATION OF ELIGIBLE ASSOCIATE STATUS. If a Participant ceases to
be an Eligible Associate, withholding of Contributions from subsequent
Compensation will cease and the Participant will be entitled to either (i)
have the shares of Employer Stock credited to his or her Account sold and to
have the proceeds from the sale of such shares and the other amounts held in
the Account paid to the Participant, or (ii) have the Participant's Account
converted in its entirety into a regular brokerage account with the Custodian.
The Employer may, in its sole discretion, offer, at any time and from time to
time, incentives to encourage terminating Participants or former Participants
to elect to have their Employer Stock sold. From and after the time such
Participant ceases to be an Eligible Associate, the Employer will have no
obligations to the Custodian or the Participant under the Plan or the
Servicing Agreement or with respect to the investments in the Participant's
Account.
ARTICLE IV
CONTRIBUTIONS
4.1. WITHHOLDING. After receipt of an Enrollment Form from a Participant,
the Employer will withhold from each payment of Compensation to such
Participant the amount of the Contribution designated on the Enrollment Form.
Contributions will be withheld only from the net amount of Compensation
payable in cash to the Participant after all other withholdings required by
law or directed to be made by the Participant under any other employee benefit
plan to which the Participant contributes have been made.
4.2. PAYMENT TO CUSTODIAN. The Employer will pay over to the Custodian
monthly the Contributions withheld from each Participant for investment in
Employer Stock under the Plan and the Servicing Agreement, on behalf of and as
agent for the Participant.
4.3. SERVICING AGREEMENT. The Company has entered into a Servicing
Agreement with the Custodian, pursuant to which the Employer pays over
Contributions to the Custodian and the Custodian applies Contributions to the
purchase of Employer Stock. The Servicing Agreement constitutes a part of this
Plan. In the event of any conflict between the terms of this Plan and the
terms of the Servicing Agreement, the Plan will control as to matters
involving the relationship between the Employer and the Associates and the
Servicing Agreement will control as to matters involving the relationship
between the Employer or Participants and the Custodian.
<PAGE> 8
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ARTICLE V
INVESTMENT OF CONTRIBUTIONS
5.1. ACCOUNTS WITH CUSTODIAN.
5.1.1. The Custodian will establish for each Participant an Account
to which will be credited all Employer Stock purchased with
Contributions paid to the Custodian on behalf of the Participant. The
Participant will be the sole beneficial owner of Employer Stock in the
Participant's Account. The terms governing the operations of the Account will
be those set forth in the Servicing Agreement.
5.1.2. A Participant may, but will not be required to, enter into an
arrangement with the Custodian for the conversion of the Participant's
Account into a regular brokerage or other investment account, but any
investment, fee or other arrangement made in connection with such a
conversion will be made by and between the Custodian and the Participant, and
the Employer will have no obligations to the Custodian or the Participant
with respect to such conversion or investments made as a result of such
conversion.
5.2. PURCHASES OF EMPLOYER STOCK.
5.2.1. After receipt of Contributions from the Employer, the
Custodian will purchase Employer Stock for the Account of each
Participant for whom a Contribution is received under the terms of the Servicing
Agreement. Notwithstanding any provisions of this Plan to the contrary, only
Participants who are Associates of IBI are entitled to have shares of IBI Stock
purchased on their behalf pursuant to this Plan, and only Participants who are
Associates of A&F are entitled to have shares of A&F Stock purchased on their
behalf pursuant to this Plan. Participants who are Associates of IBI and A&F are
also entitled to have shares of Limited Stock purchased on their behalf pursuant
to this Plan.
5.2.2. Upon receipt of cash dividends on Employer Stock held in a
Participant's Account, the Custodian will reinvest such dividends for the
Account of such Participant in the same Employer Stock on which the dividends
were paid. Cash dividends will be automatically reinvested in such Employer
Stock no later than thirty (30) days following the receipt of the dividend by
the Custodian.
5.2.3. The Custodian may purchase Employer Stock on any securities
market on which the Employer Stock is traded, in the over-the-counter market
or in private transactions from any person or entity, including The Limited,
its Affiliates and Subsidiaries, and any employee benefit plan maintained by
The Limited and/or its Affiliates and Subsidiaries. The Custodian will
purchase Employer Stock at such times as the Custodian, in its sole
discretion, determines to be in the best interests of Participants. The price
at which the Custodian will be deemed to have acquired shares for a
Participant's Account will
<PAGE> 9
- 6 -
be the average price of all shares of Limited Stock, IBI Stock or A&F Stock,
as the case may be, purchased by the Custodian for all Participant's under the
Plan pursuant to the same purchase order. Purchases of Employer Stock may be
on such terms as to price, delivery and other matters as the Custodian, in its
sole discretion, determines.
5.2.4 The Custodian may, for a number of reasons, including but not
limited to observance of rules and regulations of the Securities and Exchange
Commission requiring temporary suspension of purchases, be prohibited from
applying funds to purchase Employer Stock as generally provided under the Plan
and the Servicing Agreement, and the Custodian will have no responsibility at
any time with respect to the value of Employer Stock purchased under the Plan
and no liability in connection with any inability to purchase shares or the
timing of any purchases because of conditions beyond the control of the
Custodian. The Custodian may, in its sole discretion, commingle and hold
Participant's shares together with the shares of all other Participant's in
its name or in the name of its nominee.
5.3. STATEMENTS. The Custodian will give to each Participant
statements, at least quarterly, showing all transactions in the
Participant's Account and the number of shares in the Participant's Account
under the terms of the Servicing Agreement.
5.4. COMMISSIONS AND EXPENSES. The Employer will be responsible for,
and pay to the Custodian, all fees, expenses and commissions relating to the
establishment and maintenance of Accounts for Participants, the receipt by
the Custodian of Contributions from the Employer and the purchase of Employer
Stock with Contributions or dividends, but any fees, expenses or commissions
relating to or resulting from the conversion of an Account to a regular
brokerage account under Sections 3.4 or 5.1.2., the withdrawal of any
investment from the Account, the sale of Employer Stock, the purchase of
Employer Stock other than with the proceeds derived from Contributions or
dividends, or the purchase or sale of anything other than Employer Stock,
will be the responsibility of the Participant.
5.5. REPORTS AND MATERIALS. The Custodian will send to each Participant
public reports and materials relating to Employer Stock received by the
Custodian and vote only the whole shares of Employer Stock held in a
Participant's Account and only upon receipt of written directions from the
Participant.
5.6. WITHDRAWALS AND SALES OF EMPLOYER STOCK. At any time that a
Participant is or would be entitled to receive a certificate for his or her
shares of stock held by the Custodian under the Plan, the Participant may
request the Custodian to sell all or any portion of such shares, except to the
extent that Section 16 Persons are limited under Section 7.7 for periods prior
to August 15, 1996. Following receipt of said request, the Custodian will make
such sale for the Participant at the opening market price on the next business
day. All sales may be made directly by the Custodian to any person and in any
manner permitted for purchase of shares and shares allocated to the Accounts
of all Participants may be
<PAGE> 10
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commingled for sale. The Participants will be liable for and his or her
Account will be charged with any brokerage commissions incurred in
connection with such sale.
It is understood that, for a number of reasons, including but not limited
to observance of rules and regulations of the Securities and Exchange
Commission requiring temporary suspension of the purchases, sales may not be
made on the subsequent sale date. The Custodian will have no responsibility at
any time with respect to the value of shares sold under the Plan and no
liability in connection with any inability to sell shares or the timing of any
sales because of conditions beyond its control. A Participant will have no
right to draw checks or drafts against his or her Account or to request the
Custodian to take any action with respect to any shares or cash held therein
except as expressly provided herein.
5.7. TERMINATION Participation in the Plan may be terminated at any time
by written notice from the Participant received by the Custodian and will be
terminated by written notice of the death or adjudicated incompetency of a
Participant similarly received. A Participant's participation in the Plan may
also be terminated upon receipt by the Custodian of a notice from the Employer
that the Participant is no longer an Associate of the Employer or that the
Participant has given the Employer notice of his or her desire to terminate
participation in the Plan. Any notice of termination received by the Custodian
after a purchase order for shares has been placed will be effective after such
investment has been completed. The Custodian may terminate a Participant's
Account by sending written notice of termination to the Participant and may
terminate its services by sending such notice to all Participants.
Upon termination by reason of notice of death or adjudicated incompetency
of a Participant, the shares in the Participant's Account will be retained and
the cash balance plus additional dividends will be reinvested by the Custodian
until such time as the Participant's legal representative has been appointed
and has furnished proof satisfactory to the Custodian of his or her right to
receive payment of the shares in the Account. Upon such appointment or upon
termination for any other reason, the Custodian will sell all assets held in
the Account of the Participant and send a check for the net proceeds of such
sale to the Participant or the Participant's legal representative, unless the
Participant or his or her legal representative elects, in writing delivered to
the Custodian within thirty (30) days after the termination, either (1) to
direct that the Custodian send the Participant or his or her legal
representative a certificate for the full shares in the Account and a check in
an amount equal to the then current market value of any fractional share, less
any applicable sales commission, or (2) to direct that his or her Account
under the Plan be converted to a regular brokerage account unrelated to the
Plan, upon payment of any fee charged by the Custodian for such conversions.
5.8 SUBSCRIPTION RIGHTS. In the event The Limited, IBI and/or A&F makes
available to its shareholders subscription rights to purchase additional
shares, debentures, or other securities, the Custodian will sell such rights
at the current market price therefor and
<PAGE> 11
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credit the proceeds of such sale to the Participant's Account. The
proceeds of such sale will be automatically reinvested in Limited Stock, IBI
Stock and/or A&F Stock, as the case may be, on the next business day following
the receipt of the proceeds by the Custodian or as soon thereafter as
practicable, but in no event later than thirty (30) days after receipt. Any
Participant who wishes to exercise his or her rights to purchase additional
securities must do so in a timely manner sufficient to permit the Custodian to
issue his or her certificates to him or her so that the right to purchase
additional securities accruing to those certificates will flow directly to the
Participant.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1. AMENDMENT OF PLAN. The provisions of this Plan may be amended at
any time and from time to time by the Company; provided, however, that:
6.1.1. No amendment can increase the duties or liabilities of the
Custodian without the consent of the Custodian;
6.1.2. No amendment can decrease the balance in any Participant's
Account; and
6.1.3. No amendment can affect the obligation of the Employer to pay
over Contributions withheld from the Compensation of Participants to the
Custodian.
6.2. TERMINATION OF PLAN. The Company may terminate the Plan at any time.
Upon termination of the Plan, (i) the Employer will pay over to the Custodian
all Contributions withheld but not yet paid over and such Contributions will be
applied to purchase Employer Stock under the Plan, and (ii) within thirty (30)
days, the Employer will notify each Participant that the Plan has been
terminated. After the termination, the rights of Participants to amounts held
under their Accounts will be determined under the Servicing Agreement.
ARTICLE VII
MISCELLANEOUS
7.1. NO RIGHT OF EMPLOYMENT. Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any Account will give any
Participant, Associate, or other person the right to be retained in the service
of any Employer, and all Participants and other Associates will remain subject
to discharge to the same extent as if the Plan had never been adopted.
<PAGE> 12
- 9 -
7.2. SEVERABILITY. If any provision of this Plan is held invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provisions hereof, and this Plan will be construed and enforced as if such
provision had not been included.
7.3. SUCCESSORS. This Plan is binding upon the heirs, personal
representatives, successors, and assigns of the parties including each
Associate or Participant, present and future.
7.4. CAPTIONS, GENDER AND NUMBER. The headings and captions in the Plan
are provided for convenience only, are not to be considered as part of the
Plan, and are not to be employed in the construction of the Plan. Except
where otherwise clearly indicated by context, the masculine neuter includes
the feminine neuter, the singular includes the plural, and vice versa.
7.5. RISK OF PARTICIPANTS. Each Participant assumes all risks
associated with any decrease in the value of any securities in the
Participant's Account and agrees that the Account will be the sole source of
payments under the Plan and that no Employer will be responsible for the
payment of any benefits under the Plan. The establishment and operation of
this Plan by the Employer and the Custodian do not constitute a
recommendation that any person purchase Employer Stock or any other
securities. The Employer Stock available for purchase under the Plan may or
may not be a suitable investment for Eligible Associates, and each Eligible
Associate should therefore make an independent investigation into the merits
of each investment. Each Participant, by becoming a Participant, agrees that
the Participant is in no way relying on the Employer or the Custodian for
information or advice concerning the Participant's investment decision and
that the Employer and the Custodian are under no obligation to inform the
Participant of any information which the Employer or the Custodian may
possess at any time which is or may be material to the investment decision
of the Participant.
7.6. TAX EFFECTS. Each Participant, by completing an Enrollment Form,
acknowledges that the Participant is not relying on advice by any person
associated with the Employer that favorable tax effects will result from
participation in the Plan and that the Participant has been given sufficient
opportunity to consult with the Participant's own tax advisors concerning
participation in the Plan.
7.7. SECTION 16 PERSONS. Any transaction under the Plan may be made by
a Section 16 Person prior to August 15, 1996 only if the transaction is (i)
pursuant to an irrevocable election made by the Section 16 Person at least
six (6) months in advance of the effective date of the transaction; (ii)
pursuant to an election to receive either Employer Stock or cash, or a
combination of Employer Stock and cash, or to defer a distribution of
Employer Stock or cash in whole or in part incident or death, retirement,
disability, or termination of employment; or (iii) an initial or periodic
transfer resulting from an election to participate or change levels of
participation with respect to Employer Stock. Prior to August 15, 1996,
Section 16
<PAGE> 13
- 10-
Persons making withdrawals shall cease further purchase in the Plan for six
months after such withdrawals, and Section 16 Persons who cease participation
in the Plan shall not participate in the Plan again for at least six (6)
months. The Custodian or the Employer shall give each Section 16 Person who is
participating in the Plan a statement, as provided in Section 5.3., within
thirty (30) days after the end of the calendar year.
7.8. MODIFICATIONS, WAIVERS, ETC. No person, including Employers,
Affiliates, Subsidiaries, the Custodian or their representatives, officers or
employees, has the power to modify, amend or waive any of the provisions of
the Plan or the Servicing Agreement except as otherwise provided in the Plan
and the Servicing Agreement. No Associate or Participant is entitled to rely
on any statement or representation of any person as to the terms of the Plan
or the Servicing Agreement.
7.9. LIABILITY OF EMPLOYER. The Employer will be liable for failure to
comply with the terms of the Plan only for its own negligence or knowing
violations of the terms of the Plan, and will have no liability for any action
or inaction of the Custodian under the Plan or the Servicing Agreement. The
Employer and Custodian will be protected in relying on any paper or documents
believed by them to be genuine and signed by the proper person or on any
information provided by or statement made by any Associate.
7.10. GOVERNING LAW. The Plan and its operations will be governed by and
construed in accordance with the laws of the State of Ohio, the federal law of
the United States of America, and the rules and regulations of the Securities
and Exchange Commission and of any exchange or market on which Employer Stock
is traded, as same are now in effect or are hereafter amended.
7.11. RIGHTS AS STOCKHOLDER. Participants will have the rights of
stockholders of The Limited, IBI or A&F, as the case may be, only as to shares
of Employer Stock actually purchased and credited to the Accounts of
Participants.
7.12. NO ASSIGNMENT OF RIGHTS. No right of any Participant under the
Plan or the Servicing Agreement can be assigned, pledged, sold, given or
otherwise transferred by such Participant other than upon the death of the
Participant by will, trust, or intestate succession.
<PAGE> 1
EXHIBIT 5.1
[ABERCROMBIE & FITCH CO. LETTERHEAD]
November 8, 1996
Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio 43068
Re: Securities Act of 1993 Form S-8 Registration
Statement for The Limited Stock Purchase Plan
Ladies and Gentlemen:
I have acted as counsel for Abercrombie & Fitch Co., a Delaware
corporation (the "Company"), in connection with the proposed issuance
by the Company of up to 300,000 shares of the Company's Class A common
stock, par value $.01 per share (the "Common Stock"), under The Limited
Stock Purchase Plan (the "Plan"), which Common Stock is being
registered pursuant to the filing of a Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its
Bylaws, the Plan and such other corporate records, certificates,
documents and matters of law as I have deemed necessary to render this
opinion.
Based on the foregoing, I am of the opinion that the shares of Common
Stock issued or to be issued under the terms of the Plan will be duly
authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2
to the Registration Statement. By giving such consent, I do not admit
that I am an expert with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term
"expert" as used in the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
ABERCROMBIE & FITCH CO.
By: /s/ Samuel P. Fried
--------------------
Samuel P. Fried
General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to The Limited Stock Purchase Plan, of our reports dated
July 11, 1996, on our audits of the balance sheet of Abercrombie & Fitch Co. as
of July 11, 1996, and the consolidated financial statements of the Abercrombie
& Fitch Businesses as of February 3, 1996 and January 28, 1995, and for the
fiscal years ended February 3, 1996, January 28, 1995 and January 29, 1994,
which reports were included in the prospectus contained in the registration
statement on Form S-1 (Reg. No. 333-8231) for Abercrombie & Fitch Co. filed on
September 25, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
November 7, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS
OF
ABERCROMBIE & FITCH CO.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned officers and/or directors of Abercrombie & Fitch Co., a Delaware
corporation (the "Company"), hereby appoint Kenneth B. Gilman as
attorney-in-fact with full power of substitution and resubstitution to sign for
the undersigned and in the name of the undersigned in any and all capacities
with respect to the registration on Form S-8 of 300,000 shares of Common Stock
of the Company under The Limited Stock Purchase Plan (the "Registration
Statement") with the Securities and Exchange Commission ("SEC"), and to sign
any and all amendments (including post-effective amendments) thereto and any
and all applications or other documents to be filed with the SEC pertaining to
the Registration Statement, and to grant unto the attorney-in-fact and agent
the full power and authority to do and perform each and every act and thing
required to be done, as fully to all intents and purposes as the undersigned
could do if personally present. The undersigned hereby ratifies and confirms
all that the attorney-in-fact and agent or its substitutes may lawfully do or
cause to be done by virtue hereof.
Signatures Title Date
/s/ Leslie H. Wexner Chairman of the Board November 5, 1996
- -------------------------
Leslie H. Wexner
/s/ Michael S. Jeffries President, Chief Executive November 5, 1996
- ------------------------- Officer and Director
Michael S. Jeffries (principal executive officer)
/s/ Seth R. Johnson Vice President-Chief November 5, 1996
- ------------------------- Financial Officer
Seth R. Johnson (principal financial and
accounting officer)
/s/ E. Gordon Gee Director November 5, 1996
- -------------------------
E. Gordon Gee
/s/ Donald B. Shackleford Director November 5, 1996
- -------------------------
Donald B. Shackleford
/s/ Roger D. Blackwell Director November 5, 1996
- -------------------------
Roger D. Blackwell
