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): September 17, 2004
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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 (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 (see General Instruction A.2. below):
[ ] 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))
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On September 17, 2004, Abercrombie & Fitch Co. (the "Company") issued a
news release reporting that it had been notified of an unsolicited "mini-tender"
offer by TRC Capital Corporation, a private Canadian investment company ("TRC
Capital"), and that the Company does not recommend or endorse this offer. A copy
of this news release is furnished as Exhibit 99 and is incorporated herein by
reference.
The information in this Current Report on Form 8-K, including Exhibit
99 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, except as otherwise stated in such filing.
[Remainder of page intentionally left blank;
signature on following page.]
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: September 17, 2004 By: /s/ Susan J. Riley
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Susan J. Riley
Senior Vice President-Chief
Financial Officer
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated September 17, 2004
Abercrombie & Fitch Co.
Exhibit
No. Description
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99 News Release issued by Abercrombie & Fitch Co. on September 17, 2004