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ABERCROMBIE & FITCH CO /DE/
10-Q, 2000-09-12
FAMILY CLOTHING STORES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from                 to                  

Delaware		31-1469076
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Class A Common Stock		Outstanding at September 5, 2000
$.01 Par Value		99,069,980 Shares

 

 

				Page No.
Part I.    Financial Information
	Item 1.    Financial Statements
		Consolidated Statements of Income Thirteen and Twenty-six Weeks Ended July 29, 2000 and July 31, 1999		3
		Consolidated Balance Sheets July 29, 2000 and January 29, 2000		4
		Consolidated Statements of Cash Flows Twenty-six Weeks Ended July 29, 2000 and July  31, 1999		5
		Notes to Consolidated Financial Statements		6
		Report of Independent Accountants		11
	Item 2.    Management’s Discussion and Analysis of Results of Operations and Financial Condition			12
Part II.     Other Information
	Item 1.    Legal Proceedings			17
	Item 6.    Exhibits and Reports on Form 8-K			19

		Thirteen Weeks Ended				Twenty-six Weeks Ended
		July 29, 2000		July 31, 1999		July 29, 2000		July 31, 1999
				(Restated)				(Restated)
NET SALES		$231,522		$198,895		$438,168		$387,189
Cost of Goods Sold, Occupancy and Buying Costs		140,086		118,174		268,653		234,564
GROSS INCOME		91,436		80,721		169,515		152,625
General, Administrative and Store Operating Expenses		57,537		50,451		111,140		99,311
OPERATING INCOME		33,899		30,270		58,375		53,314
Interest Income, Net		1,364		1,171		3,831		3,058
INCOME BEFORE INCOME TAXES		35,263		31,441		62,206		56,372
Provision for Income Taxes		14,100		12,583		24,880		22,551
NET INCOME		$  21,163		$  18,858		$  37,326		$  33,821
NET INCOME PER SHARE:
Basic		$      0.21		$      0.18		$      0.37		$      0.33
Diluted		$      0.21		$      0.17		$      0.36		$      0.31
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		100,448		103,182		101,252		103,188
Diluted		101,704		108,611		102,788		108,641

 

		July 29, 2000			January 29, 2000
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and Equivalents		$  63,254			$147,908
Marketable Securities		—			45,601
Accounts Receivable		22,207			11,447
Inventories		124,740			75,262
Store Supplies		14,450			11,674
Other		10,689			8,325
TOTAL CURRENT ASSETS		235,340			300,217
PROPERTY AND EQUIPMENT, NET		229,173			146,403
DEFERRED INCOME TAXES		25,257			25,257
OTHER ASSETS		419			486
TOTAL ASSETS		$490,189			$472,363
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable		$  51,653			$  18,714
Accrued Expenses		110,288			85,373
Income Taxes Payable		8,838			47,976
TOTAL CURRENT LIABILITIES		170,779			152,063
OTHER LONG-TERM LIABILITIES		8,108			9,206
SHAREHOLDERS’ EQUITY:
Common Stock		1,033			1,033
Paid-In Capital		137,529			147,305
Retained Earnings		230,061			192,735
		368,623			341,073
Less: Treasury Stock, at Average Cost		(57,321	)		(29,979	)
TOTAL SHAREHOLDERS’ EQUITY		311,302			311,094
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$490,189			$472,363

		Twenty-six Weeks Ended
		July 29, 2000			July 31, 1999
					(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$  37,326			$  33,821
Impact of Other Operating Activities on Cash Flows:
Depreciation and Amortization		13,664			14,073
Non-Cash Charge for Deferred Compensation		2,246			3,544
Changes in Assets and Liabilities:
Inventories		(49,478	)		(53,637	)
Accounts Payable and Accrued Expenses		23,486			15,938
Income Taxes		(39,138	)		(35,599	)
Other Assets and Liabilities		(13,931	)		(1,543	)
NET CASH USED FOR OPERATING ACTIVITIES		(25,825	)		(23,403	)
INVESTING ACTIVITIES:
Capital Expenditures		(62,066	)		(18,569	)
Proceeds from Maturities of Marketable Securities		45,601			—
Issuance of Notes		(3,000	)		—
NET CASH USED FOR INVESTING ACTIVITIES		(19,465	)		(18,569	)
FINANCING ACTIVITIES:
Purchase of Treasury Stock		(31,589	)		(17,139	)
Other Changes in Shareholders’ Equity		(7,775	)		3,103
NET CASH USED FOR FINANCING ACTIVITIES		(39,364	)		(14,036	)
NET DECREASE IN CASH AND EQUIVALENTS		(84,654	)		(56,008	)
Cash and Equivalents, Beginning of Year		147,908			163,564
CASH AND EQUIVALENTS, END OF PERIOD		$  63,254			$107,556
SIGNIFICANT NON-CASH INVESTING ACTIVITIES:
Accrual for Construction in Progress		$  34,368			$  10,834

Abercrombie & Fitch Co. (the “Company”) is a specialty retailer of high-quality, casual apparel for men, women and kids 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 July 29, 2000 and for the thirteen and twenty-six week periods ended July 29, 2000 and July 31, 1999 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 Annual Report on Form 10-K for the fiscal year ended January 29, 2000 (the “1999 fiscal year”). 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 July 29, 2000 and for the thirteen and twenty-six week periods ended July 29, 2000 and July 31, 1999 included herein have been reviewed by the independent accounting firm of PricewaterhouseCoopers LLP and the report of such firm follows the notes to consolidated financial statements. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for its report on the consolidated financial statements because that report is not a “report” within the meaning of Sections 7 and 11 of the Act.

During the fourth quarter of the 1999 fiscal year, the Company changed its accounting for gift certificates. Under the new method, the Company establishes a liability upon the sale of a gift certificate. The liability is reduced when the gift certificate is redeemed and the customer takes possession of the merchandise. The impact of this change was not significant to the years prior to 1999 and had no impact on cash flows. The change was retroactively applied to the first three quarters of the 1999 fiscal year.

The impact of the change on the thirteen week period ended July 31, 1999 is (thousands except per share amounts):

		As Previously Reported			Impact of Change in Gift Certificate Accounting		As Restated
Net Sales		$198,895			—		$198,895
Gross Income		80,721			—		80,721
General, Administrative and Store Operating Expenses		51,134			$683		50,451
Interest Income, Net		(1,171	)		—		(1,171	)
Provision for Income Taxes		12,310			273		12,583
Net Income		$  18,448			$410		$  18,858
Net Income Per Share:
Basic		$        .18			$  .00		$        .18
Diluted		$        .17			$  .00		$        .17

The impact of the change on the twenty-six week period ended July 31, 1999 is (thousands except per share amounts):

		As Previously Reported			Impact of Change in Gift Certificate Accounting		As Restated
Net Sales		$387,189			—		$387,189
Gross Income		152,625			—		152,625
General, Administrative and Store Operating Expenses		104,089			$4,778		99,311
Interest Income, Net		(3,058	)		—		(3,058	)
Provision for Income Taxes		20,640			1,911		22,551
Net Income		$  30,954			$2,867		$  33,821
Net Income Per Share:
Basic		$        .30			$    .03		$        .33
Diluted		$        .28			$    .03		$        .31

Certain amounts have been reclassified to conform with current year presentation.

2.	ADOPTION OF ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (" SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000 (February 4, 2001 for the Company). SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that the adoption of SFAS 133 will not have a significant effect on the Company’s results of operations or its financial position.

All investments with original maturities of greater than 90 days are accounted for in accordance with SFAS No. 115, “ Accounting for Certain Investments in Debt and Equity Securities.” The Company determines the appropriate classification at the time of purchase. No marketable securities were held at July 29, 2000. At January 29, 2000, the Company held investments in marketable securities which were classified as held to maturity based on the Company’s positive intent and ability to hold the securities to maturity. All securities held by the Company at January 29, 2000 were corporate debt securities which matured within one year and were stated at amortized cost which approximated market value.

Weighted Average Shares Outstanding (thousands):

		Thirteen Weeks Ended
		July 29, 2000			July 31, 1999
Shares of Class A Common Stock issued		103,300			103,300
Treasury shares		(2,852	)		(118	)
Basic shares		100,448			103,182
Dilutive effect of options and restricted shares		1,256			5,429
Diluted shares		101,704			108,611

		Twenty-six Weeks Ended
		July 29, 2000			July 31, 1999
Shares of Class A Common Stock issued		103,300			103,300
Treasury shares		(2,048	)		(112	)
Basic shares		101,252			103,188
Dilutive effect of options and restricted shares		1,536			5,453
Diluted shares		102,788			108,641

Options to purchase 10,248,000 shares of Class A Common Stock were outstanding at July 29, 2000 but were not included in the computation of net income per diluted share because the options’ exercise prices were greater than the average market price of the underlying shares.

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.

Property and equipment, net, consisted of (thousands):

		July 29, 2000			January 29, 2000
Property and equipment, at cost		$318,331			$225,781
Accumulated depreciation and amortization		(89,158	)		(79,378	)
Property and equipment, net		$229,173			$146,403

7.	INCOME TAXES

For the current period, the provision for income taxes is based on the current estimate of the annual effective tax rate. Income taxes paid during the twenty-six weeks ended July 29, 2000 and July 31, 1999 approximated $64.1 million and $57.9 million, respectively.

The Company entered into a $150 million syndicated 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 bank agent’s “Alternate Base Rate”, a LIBO Rate or a rate submitted under a bidding process. Facility fees payable under the Agreement are based on the Company’s ratio (the “leverage ratio”) of the sum of total debt plus 800% of forward minimum rent commitments to trailing four-quarters EBITDAR and currently accrues at .275% of the committed amount per annum. The Agreement contains limitations on debt, liens, restricted payments (including dividends), mergers and acquisitions, sale-leaseback transactions, investments, acquisitions, hedging transactions, and transactions with affiliates. It also contains financial covenants requiring a minimum ratio of EBITDAR to interest expense and minimum rent and a maximum leverage ratio. No amounts were outstanding under the Agreement at July 29, 2000 or July 31, 1999.

Shahid & Company, Inc. has provided advertising and design services for the Company since 1995. Sam N. Shahid, Jr., who serves on the Company’s Board of Directors, has been President and Creative Director of Shahid & Company, Inc. since 1993. Fees paid to Shahid & Company, Inc. for services provided during the twenty-six weeks ended July 29, 2000 and July 31, 1999 were approximately $.9 million and $.7 million.

On March 1, 2000 and May 19, 2000, the Company loaned the amounts of $1.5 million and $3.0 million, respectively, to its Chairman of the Board, a major shareholder of the Company, pursuant to the terms of promissory notes. These notes provided that such amounts were due and payable August 28, 2000 and May 18, 2001, respectively, together with interest at the rate of 6.5% per annum. The May 19, 2000 note constituted a replacement of, and substitute for, the promissory note dated November 17, 1999 in the amount of $1.5 million which had been cancelled (see Note 11 for further information concerning promissory notes).

The Company is involved in a number of legal proceedings. Although it is not possible to predict with any certainty the eventual outcome of any legal proceedings, it is the opinion of management that the ultimate resolution of these matters will not have a material impact on the Company’s results of operations, cash flows or financial position.

On August 28, 2000, the Company loaned the amount of $4.5 million to its Chairman of the Board, a major shareholder of the Company, pursuant to the terms of a replacement promissory note, which provides that such amount is due and payable on May 18, 2001 together with interest at the rate of 6.5% per annum. This note constitutes a replacement of, and substitute for, the promissory notes dated March 1, 2000 and May 19, 2000 in the amounts of $1.5 million and $3.0 million, respectively, which have been cancelled.

		Thirteen Weeks Ended									Twenty-six Weeks Ended
		July 29, 2000			July 31, 1999			Change			July 29, 2000			July 31, 1999			Change
Comparable store sales		(6	)%		17	%					(7	)%		19	%
Retail sales increase attributable to new and remodeled   stores, magazine, catalogue and web sites		22	%		18	%					20	%		19	%
Retail sales per average gross square foot	$	96		$	105			(9	)%	$	183		$	206			(11	)%
Retail sales per average store (thousands)	$	817		$	952			(14	)%	$	1,565		$	1,871			(16	)%
Average store size at end of quarter (gross square feet)		8,408			9,024			(7	)%
Gross square feet at end of quarter (thousands)		2,472			1,877			32	%
Number of stores:
Beginning of period		258			200						250			196
Opened		36			8						44			12
Closed		—			—						—			—
End of period		294			208						294			208

		July 29, 2000		January 29, 2000
Working capital		$  64,561		$148,154
Capitalization:
Shareholders’ equity		$311,302		$311,094
Total capitalization		$311,302		$311,094

The Company is a defendant in lawsuits arising in the ordinary course of business.

On January 13, 1999, a complaint was filed against many national retailers in the United States District Court for the Central District of California. The complaint (1) purported to be filed on behalf of a class of unnamed garment workers, (2) related to labor practices allegedly employed on the island of Saipan by apparel manufacturers unrelated to the Company, some of which have sold goods to the Company, and (3) sought injunctive, monetary and other relief.

On September 29, 1999, the action was transferred to the United States District Court for the District of Hawaii. Thereafter, the plaintiffs moved for leave to amend their complaint to add the Company and others as additional defendants. That motion was granted and, on April 28, 2000, an amended complaint was filed which adds the Company and others as defendants, but does not otherwise significantly alter either the claims alleged or the relief sought by the plaintiffs. The Company has moved to dismiss the amended complaint. Certain of the other defendants also moved to transfer the action to Saipan. On June 23, 2000, the District Court of Hawaii transferred the case to Saipan. The motion to dismiss is still pending.

On June 2, 1998, the Company filed suit against American Eagle Outfitters, Inc. 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, filed in Federal District Court in Columbus, Ohio, sought to enjoin American Eagle’s practices, recover lost profits and obtain punitive damages. In July 1999, the District Court granted a summary judgment dismissing the lawsuit against American Eagle. The Company filed a motion for reconsideration of the District Court judgment which was subsequently denied by court order dated September 10, 1999. In October 1999, the Company filed an appeal in the United States Court of Appeals for the Sixth Circuit (the “Sixth Circuit”) regarding the decisions of the District Court on the motions for summary judgment and reconsideration. The appeal has been fully briefed and is pending, awaiting oral argument before the Sixth Circuit.

The Company is aware of 20 actions that have been filed against the Company and certain of its officers and directors on behalf of a purported, but as yet uncertified, class of shareholders who purchased the Company’s Class A Common Stock between October 8, 1999 and October 13, 1999. These 20 actions have been filed in the United States District Courts for the Southern District of New York and the Southern District of Ohio, Eastern Division alleging violations of the federal securities laws and seeking unspecified damages. On April 12, 2000, the Judicial Panel on Multidistrict Litigation issued a Transfer Order transferring the 20 pending actions to the Southern District of New York for consolidated pretrial proceedings under the caption In re Abercrombie & Fitch Securities Litigation.

The Company believes that the actions against it are without merit and intends to defend vigorously against them. However, the Company does not believe it is feasible to predict the outcome of these proceedings. The timing of the final resolution of these proceedings is also uncertain.

In addition, the United States Securities and Exchange Commission has commenced a formal investigation regarding trading in the securities of the Company and the disclosure of sales forecasts in October 1999, and the Ohio Division of Securities has requested information from the Company regarding these same matters. These investigations are ongoing. The Company is cooperating in these investigations.

3.1

Amended and Restated Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on August 27, 1996, 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

Certificate of Designation of Series A Participating Cumulative Preferred Stock of the Company as filed with the Delaware Secretary of State on July 21, 1998, incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended January 30, 1999.

3.3

Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of State on July 30, 1999, incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1999.

3.4

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.

3.5

Certificate regarding adoption of amendment to Subsection 1.10(c) of Amended and Restated Bylaws of the Company by the Board of Directors on April 4, 2000, incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000.

3.6

Amended and Restated Bylaws of the Company (reflecting amendments through April 4, 2000) (for SEC reporting compliance purposes only), incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000.

4.1

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.

4.2

First Amendment, dated as of July 30, 1999, to the Credit Agreement, dated as of April 30, 1998, among Abercrombie & Fitch Stores, Inc., Abercrombie & Fitch Co., the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent, incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1999.

4.3

Rights Agreement dated as of July 16, 1998 between Abercrombie & Fitch Co. and First Chicago Trust Company of New York, incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-A dated July 21, 1998.

4.4

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, incorporated by reference to Exhibit 2 to the Company’s Amendment No. 1 to Form 8-A dated April 23, 1999.

4.5

Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27, 1999, incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1999.

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

1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (reflects amendments through December 7, 1999 and the two-for-one stock split distributed June 15, 1999 to stockholders of record on May 25, 1999), incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000.

10.3

1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (reflects amendments through December 7, 1999 and the two-for-one stock split distributed June 15, 1999 to stockholders of record on May 25, 1999), incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000.

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

Amended and Restated Employment Agreement by and between the Company and Michele S. Donnan-Martin, executed by the Company on November 18, 1999 and by Ms. Donnan-Martin on October 11, 1999, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 1999.

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 Company’s Registration Statement on Form S-4 (Registration No. 333-46423).

10.7

Tax Disaffiliation Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 1998.

10.8

Amended and Restated Services Agreement dated as of May 19, 1998 between The Limited, Inc. and the Company, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 1998.

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 Company’s Registration Statement on Form S-1 (Registration No. 333-08231).

10.11

Amendment No. 1 to the Sublease Agreement dated as of May 19, 1998, incorporated by reference to Exhibit 10.11 to the Company’ s Quarterly Report on Form 10-Q for the quarter ended May 2, 1998.

10.12

Amended and Restated Employment Agreement by and between the Company and Charles W. Martin, executed by the Company on November 18, 1999 and by Mr. Martin on October 11, 1999, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 1999.

10.13

Abercrombie & Fitch, Inc. Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended January 30, 1999.

10.14

Replacement Promissory Note, dated August 28, 2000, issued by Michael S. Jeffries to the Company.

15.

Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Accountants.

27.1

Financial Data Schedule (Fiscal Quarter Ended July 29, 2000).

27.2

Restated Financial Data Schedule (Fiscal Quarter Ended July 31, 1999).

ABERCROMBIE & FITCH CO.

(Registrant)

By /S/ Seth R. Johnson

Seth R. Johnson,

Executive Vice President and Chief

Operating Officer*

Exhibit No.		Document
10.14		Replacement Promissory Note, dated August 28, 2000, issued by Michael S. Jeffries to the Company.
15		Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Accountants.
27.1		Financial Data Schedule (Fiscal Quarter Ended July 29, 2000).
27.2		Restated Financial Data Schedule (Fiscal Quarter Ended July 31, 1999).

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