UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2005
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ABERCROMBIE & FITCH CO.
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(Exact name of registrant as specified in its charter)
Delaware 1-12107 31-1469076
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6301 Fitch Path, New Albany, Ohio 43054
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(Address of principal executive offices) (Zip Code)
(614) 283-6500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 17, 2005, Abercrombie & Fitch Co. (the "Registrant") issued a
news release (the "Release") reporting the Registrant's unaudited financial
results for the thirteen weeks (quarterly period) ended April 30, 2005. A copy
of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
In addition, the Registrant's management conducted a conference call
on May 17, 2005 at approximately 4:30 p.m., Eastern Time, to review the
aforementioned financial results. An audio replay of the conference call will be
available through May 30, 2005. To listen to the replay, dial (888) 203-1112 or
internationally at (719) 457-0820 followed by the conference ID number 9675046.
An audio replay of the conference call will also be available at
www.abercrombie.com. A copy of the conference call transcript is furnished as
Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by
reference. The Registrant also made available in conjunction with its May 17,
2005 conference call additional quarterly financial information as of and for
the quarterly period ended April 30, 2005 and as of and for the quarterly
periods during the fiscal years ended January 29, 2005, January 31, 2004 and
February 1, 2003. This additional quarterly financial information is furnished
as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
The Registrant's management conducted a conference call on May 17,
2005, at approximately 4:30 p.m., Eastern Time, to review the Registrant's
results for the thirteen weeks ended April 30, 2005. Additionally, the
Registrant's management addressed plans for the remainder of the fiscal year
ending January 28, 2006 on the conference call. A copy of the transcript of the
conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) and (b) Not applicable.
(c) Exhibits:
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The following exhibits are furnished with this Current Report on Form
8-K:
Exhibit No. Description
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99.1 News Release issued by Abercrombie & Fitch Co.
on May 17, 2005
99.2 Transcript of conference call held by management
of Abercrombie & Fitch Co. on May 17, 2005
99.3 Additional Quarterly Financial Information made
available by Abercrombie & Fitch Co. in
conjunction with conference call held on
May 17, 2005
The information in this Current Report on Form 8-K, including Exhibits
99.1, 99.2 and 99.3 furnished herewith, is being furnished and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
Section, nor shall such information be deemed to be incorporated by reference in
any registration statement or other document filed under the Securities Act of
1933 or the Exchange Act, unless the Registrant specifically states that it is
so incorporated by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABERCROMBIE & FITCH CO.
Dated: May 19, 2005 By: /s/ Robert S. Singer
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Robert S. Singer
President and Chief
Operating Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated May 19, 2005
Abercrombie & Fitch Co.
Exhibit No. Description
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99.1 News Release issued by Abercrombie & Fitch Co. on
May 17, 2005
99.2 Transcript of conference call held by management of
Abercrombie & Fitch Co. on May 17, 2005
99.3 Additional Quarterly Financial Information made available
by Abercrombie & Fitch Co. in conjunction with conference
call held on May 17, 2005
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