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
December 21, 2004
Date of Report (Date of earliest event reported): (December 15, 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 1 - Registrant's Business and Operations.
Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2004, Abercrombie & Fitch Co. (the "Registrant") and
Abercrombie & Fitch Management Co., a subsidiary of the Registrant ("A&F
Management"), entered into an amendment and restatement (the "Amended Credit
Agreement") in respect of the Credit Agreement, dated as of November 14, 2002
(the "Original Credit Agreement"), among A&F Management, as Borrower; the
Registrant, as Guarantor; National City Bank; JPMorgan Chase Bank, N.A.; Bank of
America, N.A.; The Bank of New York; Fifth Third Bank (Central Ohio); The
Huntington National Bank; LaSalle Bank National Association; PNC Bank, National
Association; The Norinchukin Bank; and U.S. Bank National Association, as
Lenders (collectively, the "Lenders"); National City Bank, as Administrative
Agent; JPMorgan Chase Bank, N.A., as Syndication Agent; and National City Bank
and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Joint Bookrunners. The
Amended Credit Agreement amends and restates in its entirety the Original Credit
Agreement effective as of December 15, 2004. The Original Credit Agreement had
been due to expire on November 14, 2005.
Each of National City Bank; Bank of America, N.A.; Fifth Third Bank
(Central Ohio); JPMorgan Chase Bank, N.A.; LaSalle Bank National Association;
PNC Bank, National Association; The Bank of New York; The Huntington National
Bank; and U.S. Bank National Association had been lenders under the Original
Credit Agreement. In addition, National City Bank serves as the registrar and
transfer agent in respect of the Registrant's Class A Common Stock. The Lenders
provide other banking services not specifically outlined in the Amended Credit
Agreement to the Registrant and its subsidiaries in the ordinary course of their
respective business operations.
The Amended Credit Agreement represents a syndicated unsecured revolving
credit facility under which up to $250 million will initially be available. In
addition, during the life of the Amended Credit Agreement, A&F Management may
make one request for additional credit commitments in an amount not to exceed
$50 million. The Original Credit Agreement provided for the same amount of
availability.
The primary purposes of the Amended Credit Agreement are for trade and
stand-by letters of credit in the ordinary course of business as well as working
capital, capital expenditures and other general corporate purposes. The Amended
Credit Agreement
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has a maturity date of December 15, 2009. The Amended Credit Agreement has
several borrowing options, including interest rates that are based on (i) an
Alternate Base Rate, payable quarterly, or (ii) a LIBO Rate plus a margin based
on a Leverage Ratio, payable at the end of the applicable interest period for
such borrowing. The Alternate Base Rate represents a rate per annum equal to the
higher of (a) National City Bank's then publicly announced prime rate or (b) the
Federal Funds Effective Rate (as defined in the Amended Credit Agreement) as
then in effect plus 1/2 of 1%. The Leverage Ratio represents the ratio for the
Registrant and its subsidiaries on a consolidated basis of (a) the sum of total
debt plus 600% of forward minimum rent commitments to (b) Consolidated EBITDAR
(as defined in the Amended Credit Agreement) for the trailing
four-consecutive-fiscal-quarter-period. The "leverage ratio" under the Original
Credit Agreement had been based on the ratio for the Registrant and its
subsidiaries on a consolidated basis of the sum of total debt plus 800% of
forward minimum rent commitments to Consolidated EBITDAR for the trailing
four-consecutive-fiscal-quarter-periods. Facility fees payable under the Amended
Credit Agreement are also based on the Leverage Ratio of the Registrant and its
subsidiaries on a consolidated basis, and as of December 15, 2004, will accrue
at .175% of the committed amounts per annum.
As Swingline Lender under the Amended Credit Agreement, National City Bank
has also agreed to make swingline loans to A&F Management from time to time in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding swingline loans exceeding $20
million or (ii) the sum of outstanding letters of credit, swingline loans and
other loans made under the Revolving Credit Agreement to exceed $250 million (or
up to $300 million if additional credit commitments have been obtained).
The terms of Amended Credit Agreement provide for customary
representations and warranties and affirmative covenants. The Amended Credit
Agreement also contains customary negative covenants providing limitations,
subject to negotiated carve-outs, on indebtedness; liens; sale-leaseback
transactions; significant corporate changes including mergers and acquisition
transactions with third parties; investments, loans, advances and guarantees in
or for the benefit of third parties; swap agreements; restricted payments
(including dividends and stock repurchases); transactions with affiliates; and
restrictive agreements. The Amended Credit Agreement requires that the Leverage
Ratio at the end of any fiscal quarter not be greater
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than 3.25 to 1.00. The Amended Credit Agreement also requires that the ratio
(the "Coverage Ratio") for the Registrant and its subsidiaries on a consolidated
basis of (i) Consolidated EBITDAR for the trailing
four-consecutive-fiscal-quarter-period to (ii) the sum of (x) net interest
expense for such period and (y) minimum rent for such period, not be less than
2.50 to 1.00 at the end of any fiscal quarter.
As of December 15, 2004, there had been no loans made under the Original
Credit Agreement. Letters of credit totaling approximately $57.4 million were
outstanding under the Original Credit Agreement at December 15, 2004 and
remained outstanding for purposes of the Amended Credit Agreement. As of
December 20, 2004, no loans (including swingline loans) had been made under the
Amended Credit Agreement and letters of credit totaling approximately $52.6
million were outstanding. Trade and stand-by letters of credit will continue to
be requested by A&F Management in the ordinary course of its business.
The terms of the Amended Credit Agreement include customary events of
default such as payment defaults, cross-defaults to other material indebtedness,
bankruptcy and insolvency, the occurrence of a defined change in control or the
failure to observe the negative covenants and other covenants related to the
operation and conduct of the business of the Registrant and its subsidiaries.
Upon an event of default, the Lenders may, among other things, terminate their
commitments to A&F Management and declare any then outstanding loans due and
payable immediately.
The obligations of A&F Management under the Amended Credit Agreement are
guaranteed by the Registrant and the Registrant's direct and indirect domestic
subsidiaries other than A&F Management (collectively, the "Domestic
Subsidiaries"). On December 15, 2004, the Registrant and the Domestic
Subsidiaries entered into an amendment and restatement (the "Amended Guarantee
Agreement") of the Guarantee Agreement, dated as of November 14, 2002, among the
Registrant, the Domestic Subsidiaries and the Administrative Agent (the
"Original Guarantee Agreement").
The foregoing description of the provisions of the Amended Credit
Agreement and the Amended Guarantee Agreement is qualified in its entirety by
reference to the full and complete terms of the Amended Credit Agreement and the
Amended Guarantee Agreement, which are filed as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
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Section 2 - Financial Information.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Please see the description in "Item 1.01. Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K related to the entering into of
the Amended Credit Agreement by the Registrant and A&F Management and the
Amended Guarantee Agreement by the Registrant and the Domestic Subsidiaries,
which description is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit No. Description
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4.1 Credit Agreement, dated as of November 14, 2002, as amended and
restated as of December 15, 2004, among Abercrombie & Fitch
Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor;
the Lenders party thereto; National City Bank, as Administrative
Agent; JPMorgan Chase Bank, N.A., as Syndication Agent; and National
City Bank and J.P. Morgan Securities Inc., as Co-Lead Arrangers and
Joint Bookrunners (the "Amended Credit Agreement")
4.2 Guarantee Agreement, dated as of November 14, 2002, as amended and
restated as of December 15, 2004, among Abercrombie & Fitch Co.;
each direct and indirect domestic
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subsidiary of Abercrombie & Fitch Co. other than Abercrombie & Fitch
Management Co.; and National City Bank, as Administrative Agent for
the Lenders party to the Amended Credit Agreement
[Remainder of page intentionally left blank; signature on following page.]
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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: December 21, 2004 By: /s/ Susan J. Riley
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Susan J. Riley
Senior Vice President-Chief
Financial Officer
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Abercrombie & Fitch Co.
Current Report on Form 8-K
dated December 21, 2004
Index to Exhibits
Exhibit No. Description
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4.1 Credit Agreement, dated as of November 14, 2002, as amended and
restated as of December 15, 2004, among Abercrombie & Fitch
Management Co., as Borrower; Abercrombie & Fitch Co., as Guarantor;
the Lenders party thereto; National City Bank, as Administrative
Agent; JPMorgan Chase Bank, N.A., as Syndication Agent; and National
City Bank and J.P. Morgan Securities Inc., as Co-Lead Arrangers and
Joint Bookrunners (the "Amended Credit Agreement")
4.2 Guarantee Agreement, dated as of November 14, 2002, as amended and
restated as of December 15, 2004, among Abercrombie & Fitch Co.;
each direct and indirect domestic subsidiary of Abercrombie & Fitch
Co. other than Abercrombie & Fitch Management Co.; and National City
Bank, as Administrative Agent for the Lenders party to the Amended
Credit Agreement
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