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): March 26, 2020
|
|
| ABERCROMBIE & FITCH CO. |
| (Exact name of registrant as specified in its charter) |
|
| | | | | | |
| Delaware | | 1-12107 | | 31-1469076 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | |
| 6301 Fitch Path | New Albany | Ohio | | | | 43054 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | | | | | | |
| Registrant’s telephone number, including area code: | (614) | | 283-6500 | | |
|
|
| Not Applicable |
| (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))
Securities registered pursuant to Section 12(b) of the Act:
|
| | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.01 Par Value | ANF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On March 26, 2020, Abercrombie & Fitch Co. (the "Company") issued a news release (the "Release") announcing that the Company is taking steps in response to the continued spread of COVID-19, including reevaluating all expenditures to meet the Company’s short-term liquidity needs in order to best position the Company for its key stakeholders, including its associates, customers and shareholders.
As of February 1, 2020, the Company had $671 million in cash and cash equivalents. As a precautionary measure, on March 25, 2020, the Company initiated the process to borrow $210 million under its senior secured asset-based revolving credit facility to improve its cash position. In addition, last week the Company withdrew the majority of excess funds from its Rabbi Trust, providing the Company with approximately $50 million of additional cash. The Company also announced that it will not undertake any share buybacks for the foreseeable future.
A copy of the Release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01 and the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On March 15, 2020, the Company announced the temporary closure of all stores across its brands outside of the APAC region, effective March 15th in North America and March 16th in EMEA, until March 28, 2020. On March 26, 2020 the Company announced that it will continue to keep stores outside of the APAC region temporarily closed until further notice and will continue to follow the guidance of local governments and health organizations to determine when it can reopen its stores across North America and the EMEA region. The Company’s stores in the APAC region across all its brands are currently open. The Company’s online stores currently remain open in all regions.
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
|
| | |
| Exhibit No. | | Description |
| 99.1 | | |
| | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: March 26, 2020 | By: | /s/ Gregory J. Henchel |
| | | | Gregory J. Henchel |
| | | | Senior Vice President, General Counsel and Corporate Secretary |
