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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ABERCROMBIE & FITCH CO.
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(Exact name of registrant as specified in its charter)
Delaware 31-1469076
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(State of incorporation or organization) (IRS Employer Identification No.)
Four Limited Parkway East
Reynoldsburg, Ohio 43068
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on Form
8-A dated July 21, 1998 in connection with the Registrant's listing of the
Preferred Share Purchase Rights on the New York Stock Exchange.
This Amendment No. 1 is being filed to amend and restate Item 1 to this
Registration Statement and include as an exhibit to this Registration Statement
the Amendment No. 1 dated as of April 21, 1999 to the Rights Agreement dated as
of July 16, 1998 between the Registrant and First Chicago Trust Company of New
York. Except as amended hereby, there are no other changes to this Registration
Statement.
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of this Registration Statement is hereby amended and restated in its
entirety to read in full as follows:
On July 16, 1998, the Board of Directors of Abercrombie & Fitch Co., a
Delaware corporation (the "Company"), declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of Class A Common Stock,
par value $0.01 per share (the "Common Stock"), of the Company. The dividend was
paid on July 28, 1998 (the "Record Date") to holders of record as of the close
of business on that date.
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common Stock,
and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock. The
"Distribution Date" generally means the earlier of (i) the close of business on
the 10th day after the date (the "Stock Acquisition Date") of the first public
announcement that a person (other than the Company or any of its subsidiaries or
any employee benefit plan of the Company or any such subsidiary) has acquired
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(an "Acquiring Person") and (ii) the close of business on the 10th business day
(or such later day as may be designated by the Board of Directors before any
person has become an Acquiring Person) after the date of the commencement of a
tender or exchange offer by any person which would, if consummated, result in
such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable to
purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per
share (the "Preferred Stock"). After the Distribution Date, each Right will be
exercisable to purchase, for $250 (the "Purchase Price"), one one-thousandth of
a share of Preferred Stock. The terms and conditions of the Rights are set forth
in a Rights Agreement dated as of July 16, 1998 between the Company and First
Chicago Trust Company of New York, as Rights Agent (as amended, the "Rights
Agreement").
At any time after any person has become an Acquiring Person (but before the
occurrence of any of the events described in the second succeeding paragraph),
each Right (other than Rights beneficially owned by the Acquiring Person and
certain affiliated persons) will entitle the holder to purchase, for the
Purchase Price, a number of shares of Common Stock having a market value of
twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before any
person becomes the beneficial owner of 50% or more of the outstanding shares of
Common Stock or the occurrence of any of the events described in the next
paragraph), the Board of Directors may exchange all or part of the Rights (other
than Rights beneficially owned by an Acquiring Person and certain affiliated
persons) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for
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other securities or assets or (2) the Company and/or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its subsidiaries,
taken as a whole, then each Right (other than Rights beneficially owned by an
Acquiring Person and certain affiliated persons) will entitle the holder to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain circumstances,
an affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price of $.01 per
Right at any time before any person has become an Acquiring Person.
The Rights will expire on July 16, 2008, unless earlier exchanged or
redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and certain affiliated
persons), cause the Rights Agreement to become amendable other than in
accordance with this sentence or cause the Rights again to become redeemable.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of July 16, 1998 there were 51,638,187 shares of Common Stock
outstanding and 11,813 shares reserved for issuance. Each outstanding share of
Common Stock on the Record Date received one Right. Shares of Common Stock
issued after the Record Date and prior to the Distribution Date will be issued
with a Right attached so that all shares of Common Stock outstanding prior to
the Distribution Date will have Rights attached. 100,000 shares of Preferred
Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company as described above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement and Amendment No.
1 to the Rights Agreement, which are attached hereto as Exhibits 1 and 2,
respectively, and incorporated herein by reference.
Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:
2. Amendment No. 1 to the Rights Agreement dated as of April 21, 1999
between Abercrombie & Fitch Co. and First Chicago Trust Company of New
York, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
ABERCROMBIE & FITCH CO.
By: /s/ Seth R. Johnson
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Seth R. Johnson
Vice President and Chief Financial Officer
April 23, 1999
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of April 21, 1999 to the Rights Agreement
dated as of July 16, 1998 (the "RIGHTS AGREEMENT") between Abercrombie & Fitch
Co., a Delaware corporation (the "COMPANY"), and First Chicago Trust Company of
New York, as Rights Agent (the "RIGHTS AGENT").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Rights Agreement
has the meaning assigned to such term in the Rights Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Rights Agreement shall, after this Amendment becomes effective,
refer to the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Continuing Director" contained therein.
(c) Section 1 of the Rights Agreement is hereby amended by deleting
from the definition of "Distribution Date" the first instance of the words "(or
such later day as may be designated by action of a majority of the Continuing
Directors)" and by replacing the second instance of the same words with the
words "(or such later day as may be designated prior to the occurrence of a
Section 11(a)(ii) Event by action of the Board of Directors)".
SECTION 2. Exercise of Rights; Expiration Date of Rights. Section 7(d)
of the Rights Agreement is hereby amended by deleting the words "the Continuing
Directors have determined" from the first sentence thereof.
SECTION 3. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. Section 11 of the Rights Agreement is hereby amended by:
(a) replacing the words "a majority of the Continuing Directors has
determined to be" in the first sentence of subsection (a)(iii) thereof with the
word "are";
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(b) replacing each instance of the words "(as determined by the
Continuing Directors based upon the advice of a nationally recognized investment
banking firm selected by the Continuing Directors)" in subsection (a)(iii)
thereof with the words "(based upon the advice of a nationally recognized
investment banking firm)";
(c) deleting the second sentence of subsection (a)(iii) thereof;
(d) replacing the words "first and/or second sentence of this Section
11(a)(iii)" in the third sentence of subsection (a)(iii) thereof with the words
"preceding sentence";
(e) replacing the words "Substitution Period in order to seek any
authorization of additional shares and/or" in the third sentence of subsection
(a)(iii) thereof with the words "30-day period set forth above in order";
(f) replacing the words "such first and/or second" in the third
sentence of subsection (a)(iii) thereof with the words "the preceding";
(g) deleting the words "the later of" from the last sentence of
subsection (a)(iii) thereof;
(h) deleting the words "and the first date that the right to redeem the
Rights pursuant to Section 23 shall expire" from the last sentence of subsection
(a)(iii) thereof;
(i) deleting the words ", or, if at the time of such selection there is
an Acquiring Person, by a majority of the Continuing Directors" from the second
sentence of subsection (d)(i) thereof;
(j) replacing the words "majority of the Continuing Directors" in the
third sentence of subsection (d)(i) thereof with the words "nationally
recognized investment banking firm";
(k) deleting the words "by a majority of the Continuing Directors, or,
if there are no Continuing Directors," from the fourth sentence of subsection
(d)(i) thereof;
(l) deleting the words "selected by the Board of Directors" from the
fourth sentence of subsection (d)(i) thereof;
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(m) deleting the words "by a majority of the Continuing Directors then
in office, or, if there are no Continuing Directors," from subsection (d)(iii)
thereof; and
(n) deleting the words "selected by the Board of Directors" from
subsection (d)(iii) thereof.
SECTION 4. Fractional Rights and Fractional Shares. Section 14(a) of
the Rights Agreement is hereby amended by:
(a) deleting the words ", or, if at the time of such selection there is
an Acquiring Person, by a majority of the Continuing Directors" from the
penultimate sentence thereof; and
(b) replacing the words "majority of the Continuing Directors" in the
last sentence thereof with the words "nationally recognized investment banking
firm".
SECTION 5. Redemption. Section 23(a) of the Rights Agreement is hereby
amended by:
(a) replacing the words "close of business on the tenth day after the
Stock Acquisition Date (or such later date as a majority of the Continuing
Directors may designate prior to such time as the Rights are no longer
redeemable)" in the first sentence thereof with the words "occurrence of a
Section 11(a)(ii) Event";
(b) deleting the proviso from the first sentence thereof and the
semicolon immediately preceding such proviso; and
(c) deleting the second sentence thereof.
SECTION 6. Exchange. Section 24(a) of the Rights Agreement is hereby
amended by:
(a) replacing the words "any Person becomes an Acquiring Person" in the
first sentence thereof with the words "the occurrence of a Section 11(a)(ii)
Event"; and
(b) deleting the words "if there are Continuing Directors then in
office and such exchange shall have been approved by a majority of such
Continuing Directors,".
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SECTION 7. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by deleting the third sentence thereof.
SECTION 8. Determination and Actions by the Board of Directors, Etc.
Section 29 of the Rights Agreement is hereby amended by:
(a) deleting the first parenthetical clause from the second sentence
thereof; and
(b) deleting the second parenthetical clause and the words "or the
Continuing Directors" from the last sentence thereof.
SECTION 9. Severability. Section 31 of the Rights Agreement is hereby
amended by deleting the proviso contained therein and the semicolon that
immediately precedes such proviso.
SECTION 10. Form of Right Certificate. Exhibit B to the Rights
Agreement is hereby amended by replacing the words "close of business on the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Continuing Directors may designate prior to such time as the Rights are no
longer redeemable)" in subparagraph (a) of the seventh paragraph thereof with
the words "occurrence of a Section 11(a)(ii) Event".
SECTION 11. Summary of Terms. Exhibit C to the Rights Agreement is
hereby amended by:
(a) deleting the words ", in each case, subject to extension by a
majority of the Directors not affiliated with the Acquiring Person" from the
first footnote thereof;
(b) deleting the second parenthetical clause under the heading
"Exchange";
(c) restating the language under the heading "Redemption" in its
entirety to read in full as follows:
The Board of Directors may redeem all of the Rights at a price of $.01
per Right at any time prior to the time that any person becomes an Acquiring
Person.
(d) deleting each of the first parenthetical clause and the third
paragraph under the heading "Amendments".
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SECTION 12. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
any applicable conflicts of law rules, except that the rights and obligations of
the Rights Agent shall be governed by the law of the State of New York.
SECTION 13. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 14. Effectiveness. This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ABERCROMBIE & FITCH CO.
By: /s/ Seth R. Johnson
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Name: Seth R. Johnson
Title: Vice President and Chief Financial Officer
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Gerard O'Leary
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Name: Gerard O'Leary
Title: Vice President
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