8-K

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 6, 2020

ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
Delaware			1-12107	31-1469076
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(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
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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))

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. ☐

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Item 7.01. Regulation FD Disclosure.

On May 6, 2020, Abercrombie & Fitch Co. (the "Company") made available on its websites, www.abercrombie.com and www.hollisterco.com, a communication from Fran Horowtiz, the Company's Chief Executive Officer, regarding the Company’s plans for reopening its stores (the “CEO Letter”) across North America and the EMEA region, which have been temporarily closed since mid-March 2020 as a result of the COVID-19 pandemic. The Company has begun to reopen stores in locations where regulations allow, and is following the guidance from government and health authorities. Information as to the status of the Company's stores, including up-to-date store openings and store hours, can be found on the Company's aforementioned websites, under the "Find a Store" heading. Investors should visit the Company's websites for current information. The contents of the Company’s websites are not included or incorporated by reference into this Current Report on Form 8-K.

A copy of the CEO Letter is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained within Item 7.01 and the CEO Letter, or made by management or spokespeople of the Company involve risks and uncertainties, and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements. Risks and uncertainties related to the duration and impact of the COVID-19 pandemic on the Company and the factors disclosed in “ITEM 1A. RISK FACTORS” of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2020, in some cases have affected, and in the future could affect, the Company’s financial performance and could cause actual results for fiscal 2020 and beyond to differ materially from those expressed or implied in any of the forward-looking statements contained within Item 7.01 and the CEO Letter or otherwise made by management.

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 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	Letter from the Chief Executive Officer, dated May 6, 2020
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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 6, 2020	By:	/s/ Gregory J. Henchel
		Gregory J. Henchel
		Senior Vice President, General Counsel and Corporate Secretary

		Exhibit

Exhibit 99.1

ABERCROMBIE & FITCH CO.

A NOTE FROM OUR CEO

First and foremost, on behalf of our global team, we hope you and your loved ones are staying safe and healthy. With the safety and well-being of our global customers, associates and communities always a top priority, in mid-March we made the decision to temporarily close our North American and EMEA stores. Since then, the world continues to change in ways we never thought possible. While this period has brought uncertainty, it has also demonstrated kindness, perseverance, and creativity.

We are optimistic for the future and we’re happy to announce that we have begun to open select stores globally on a rolling basis and will continue to do so in the weeks ahead. We will open stores as State and local regulations allow and as we are able to meet the applicable safety and health standards.

We remain committed to providing a safe, welcoming and comfortable experience for everyone. Upon reopening, our store teams will follow processes and procedures in accordance with guidance from government and health authorities, including the use of personal protective equipment, social distancing, contactless payment options, and more. To learn about our additional safety measures, see our FAQs page.

Looking ahead, we will continue to actively monitor our stores and stay in close contact with our communities, making adjustments as the situation evolves. We are updating our site with the latest information. To see if your local store is open, please check our store locator.

We are still in this together and thankful for your loyalty and support as we look to the future with optimism.

Fran Horowitz, CEO