Abercrombie & Fitch Co/DE · 424B1 · On 9/26/96

Filed On 9/26/96   ·   SEC File 333-08231   ·   Accession Number 950130-96-3671

Prospectus   ·   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            97    554K 

Document Table of Contents

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                                                RULE NO. 424(b)(1)
                                                       REGISTRATION NO. 333-8231

7,000,000 SHARES  

ABERCROMBIE & FITCH 

CLASS A COMMON STOCK  

(PAR VALUE $0.01 PER SHARE) 

--------------- 

Of the 7,000,000 shares of Class A Common Stock offered by Abercrombie &    
Fitch Co., 5,600,000 shares are being offered hereby in the United States by    
the U.S. Underwriters and 1,400,000 shares are being offered in a concurrent    
international offering outside the United States by the International           
Underwriters. The initial public offering price and the aggregate underwriting  
discount per share will be identical for both Offerings. See "Underwriting".    

The Company is currently wholly owned by The Limited, Inc. and, upon        
completion of the Offerings, The Limited, Inc. will beneficially own 100% of    
the Company's outstanding Class B Common Stock, which will represent            
approximately 86.0% of the economic interest (or rights of holders of common    
equity to participate in distributions in respect of the common equity) in the  
Company (84.2% if the Underwriters' over-allotment options are exercised in     
full). See "Risk Factors--Control by The Limited".                              

Holders of Class A Common Stock generally have identical rights to holders  
of Class B Common Stock, except that holders of Class A Common Stock are        
entitled to one vote per share while holders of Class B Common Stock are        
entitled to three votes per share on all matters submitted to a vote of         
shareholders. Holders of Class A Common Stock are generally entitled to vote    
with the holders of Class B Common Stock as one class on all matters as to      
which the Class B Common Stock is entitled to vote. Following the Offerings,    
the shares of Class B Common Stock held by The Limited, Inc. will represent     
approximately 94.9% of the combined voting power of all classes of voting       
stock (94.1% if the Underwriters' over-allotment options are exercised in       
full) and will be able, among other things, to elect all of the Company's       
directors, to approve or disapprove amendments to the Company's Certificate of  
Incorporation and Bylaws, acquisitions and dispositions of assets, mergers and  
other control decisions and to control the Company's dividend policy and        
access to capital. Each share of Class B Common Stock is convertible into one   
share of Class A Common Stock at the option of The Limited, Inc. See            
"Relationship with The Limited" and "Description of Capital Stock".             

Prior to the Offerings, there has been no public market for the Class A     
Common Stock. For factors considered in determining the initial public          
offering price, see "Underwriting".                                             

SEE "RISK FACTORS" ON PAGE 12 OF THIS PROSPECTUS FOR CERTAIN CONSIDERATIONS 
RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK, INCLUDING CERTAIN        
DEEMED CONSENTS OF INVESTORS TO PROVISIONS OF THE COMPANY'S CERTIFICATE OF      
INCORPORATION (A COPY OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE              
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART) THAT MAY LIMIT THE   
FIDUCIARY DUTIES AND, AS A RESULT, THE LIABILITY OF DIRECTORS AND OFFICERS OF   
THE COMPANY TO SHAREHOLDERS. AMONG OTHER THINGS, AN INVESTOR IN CLASS A COMMON  
STOCK IS DEEMED TO HAVE CONSENTED TO PROVISIONS OF THE COMPANY'S CERTIFICATE    
OF INCORPORATION WHICH PERMIT THE OFFICERS AND DIRECTORS OF THE COMPANY, THE    
LIMITED, INC. AND CERTAIN SUBSIDIARIES OF THE LIMITED, INC. TO ALLOCATE         
CORPORATE OPPORTUNITIES TO THE COMPANY, THE LIMITED, INC. OR SUCH SUBSIDIARIES  
AS SUCH OFFICERS OR DIRECTORS DEEM APPROPRIATE.                                 

The Class A Common Stock has been approved for listing on the New York Stock
Exchange under the symbol ANF, subject to official notice of issuance.          

--------------- 

THESE  SECURITIES HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES  
AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES  COMMISSION NOR HAS THE  
SECURITIES AND  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION  
PASSED  UPON THE  ACCURACY  OR ADEQUACY  OF  THIS PROSPECTUS.  ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

--------------- 

                                                                · Download Table

                                       INITIAL PUBLIC UNDERWRITING PROCEEDS TO 
                                       OFFERING PRICE DISCOUNT(1)   COMPANY(2) 
                                       -------------- ------------ ------------
                                                                               
Per Share.............................     $16.00        $1.06        $14.94   
Total(3)..............................  $112,000,000   $7,420,000  $104,580,000

-------                                                                         
(1) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".                                                         
(2)  Before deducting estimated expenses of $1,700,000 payable by the Company.  
(3)  The Company has granted the Underwriters an option for 30 days to          
  purchase up to an additional 1,050,000 shares of Class A Common Stock at
the initial public offering price per share, less the underwriting    
  discount, solely to cover over-allotments. If such options are exercised
 in full, the total initial public offering price, underwriting discount
and proceeds to the Company will be $128,800,000, $8,533,000 and      
$120,267,000, respectively. See "Underwriting".                       

--------------- 

The shares offered hereby are offered severally by the Underwriters, as     
specified herein, subject to receipt and acceptance by them and subject to      
their right to reject any order in whole or in part. It is expected that        
certificates for the shares will be ready for delivery in New York, New York,   
on or about October 1, 1996, against payment therefor in immediately available  
funds.                                                                          

GOLDMAN, SACHS & CO.                                                            
LAZARD FRERES & CO. LLC                     
                 MONTGOMERY SECURITIES
                                                             J.P. MORGAN & CO.
--------------- 

The date of this Prospectus is September 25, 1996.  

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[ GRAPHIC APPEARS HERE -- CONSISTING OF PICTURES OF MEN AND   
WOMEN WEARING ABERCROMBIE & FITCH CLOTHING ]  

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IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT 
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A        
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN    
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN    
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY   
BE DISCONTINUED AT ANY TIME.                                                    

AVAILABLE INFORMATION 

Abercrombie & Fitch has filed with the Commission a registration statement  
on Form S-1 (the "Registration Statement") under the Securities Act with        
respect to the Class A Common Stock offered hereby. For the purposes hereof,    
the term "Registration Statement" means the original Registration Statement     
and any and all amendments thereto. This Prospectus does not contain all of     
the information set forth in the Registration Statement, certain parts of       
which are omitted in accordance with the rules and regulations of the           
Commission. For further information with respect to the Company and such Class  
A Common Stock, reference is hereby made to such Registration Statement,        
including the exhibits and schedules thereto, which can be inspected and        
copied at the public reference facilities maintained by the Commission at       
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,     
and at the Regional Offices of the Commission at Seven World Trade Center, New  
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,          
Illinois 60661. Copies of such material also can be obtained from the Public    
Reference Section of the Commission, Washington, D.C. 20549 at prescribed       
rates. Such material may also be accessed electronically by means of the        
Commission's home page on the Internet at http://www.sec.gov.                   

Upon completion of the Offerings, the Company will be subject to the        
informational requirements of the Exchange Act, and, in accordance therewith,   
will file reports, proxy and information statements and other information with  
the Commission. Such reports, proxy and information statements and other        
information can be inspected and copied at the addresses, and may be accessed   
electronically at the URL, set forth above.                                     

The Company intends to furnish to its shareholders annual reports containing
audited consolidated financial statements and an opinion thereon expressed by   
the Company's independent auditors as well as quarterly reports for the first   
three fiscal quarters of each fiscal year containing unaudited consolidated     
condensed financial statements.                                                 

Statements contained in this Prospectus as to the contents of any agreement,
contract or other document are not necessarily complete, and in each instance   
reference is made to the copy of such agreement, contract or other document     
filed as an exhibit to the Registration Statement, each such statement being    
qualified in all respects by such reference.                                    

----------------  

This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any shares of Common Stock in any jurisdiction in which such       
offer or solicitation is unlawful. See "Underwriting".                          

In this Prospectus, references to "Dollars" and to "$" are to United States 
dollars.                                                                        

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PROSPECTUS SUMMARY

 The following is a summary of certain information contained elsewhere in this
Prospectus. Reference is made to, and this summary is qualified in its entirety 
by, the more detailed information contained in this Prospectus. As used herein, 
unless the context otherwise requires, the "Company" or "Abercrombie & Fitch"   
means Abercrombie & Fitch Co. and its subsidiaries (which, prior to the         
formation of the Company on June 26, 1996, are referred to herein as the        
"Abercrombie & Fitch Business"), and "The Limited" means The Limited, Inc. and  
its subsidiaries (other than the Company). Unless indicated otherwise, the      
information contained in this Prospectus assumes that the Underwriters do not   
exercise their over-allotment options. Except as otherwise specified,           
references herein to years are to the Company's fiscal year, which ends on the  
Saturday closest to January 31 in the following calendar year. For example,     
"1995" refers to the fiscal year ended February 3, 1996. All fiscal years for   
which financial information is included in this Prospectus had 52 weeks, except 
1995 which had 53 weeks. All references to "dollars" or "$" are to U.S.         
dollars. Unless otherwise defined herein, capitalized terms used in this        
summary have the meanings ascribed to them elsewhere in this Prospectus.        
Prospective investors should carefully consider the information set forth under 
the heading "Risk Factors".                                                     

THE COMPANY 

Abercrombie & Fitch is a rapidly growing specialty retailer of high-quality,
casual apparel for men and women approximately 15 to 50 years of age. The       
Company's net sales have increased from $85.3 million in 1992 to $235.7 million 
in 1995, representing a compound annual growth rate of 40.3%. During this time, 
operating income has improved from an operating loss of $10.2 million in 1992   
to operating income of $23.8 million in 1995, while the number of Abercrombie & 
Fitch stores in operation more than doubled, increasing from 40 at the end of   
1992 to 100 at the end of 1995. The Company plans to continue this new store    
expansion program by opening 29 new stores in 1996 and by increasing the number 
of stores in operation by approximately 20% annually for the next several years 
thereafter.                                                                     

The Abercrombie & Fitch brand was established in 1892 and became well known 
as a supplier of rugged, high-quality outdoor gear. Famous for outfitting the   
safaris of Teddy Roosevelt and Ernest Hemingway and the expeditions of Admiral  
Byrd to the North and South Poles, Abercrombie & Fitch goods were renowned for  
their durability and dependability--and Abercrombie & Fitch placed a premium on 
complete customer satisfaction with each item sold. In 1992, a new management   
team began repositioning Abercrombie & Fitch as a more fashion-oriented casual  
apparel business directed at men and women with a youthful lifestyle. In        
reestablishing the Abercrombie & Fitch brand, the Company combined its          
historical image for quality with a new emphasis on casual American style and   
youthfulness. The Company believes that this strategic decision has contributed 
to the strong growth and improved profitability it has experienced since 1992.  

BUSINESS STRENGTHS                                                              

The Company believes that certain business strengths have contributed to its
success in the past and will enable it to continue growing profitably.          

ESTABLISHED AND DIFFERENTIATED LIFESTYLE BRAND. Abercrombie & Fitch has     
created a focused and differentiated brand image based on quality, youthfulness 
and classic American style. This image is consistently communicated through all 
aspects of the Company's business, including merchandise assortments, in-store  
marketing and print advertising. The Company believes that the strength of the  

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Abercrombie & Fitch brand provides opportunities for increased penetration of   
current merchandise categories and entry into new product categories.           

BROAD AND GROWING APPEAL. The Company's merchandise assortment appeals to a 
broad range of customers with varying ages and income levels. The Company       
believes that both men and women interested in casual, classic American fashion 
are attracted to the Abercrombie & Fitch lifestyle image. The Company also      
believes that the brand's broad appeal has been augmented by, and should        
continue to benefit from, the current trend in fashion toward casual apparel.   

PROVEN MANAGEMENT TEAM. Since the current management team assumed           
responsibility in 1992, the Company has increased the level of brand awareness  
and consistently reported improved financial results. In addition, the          
Company's senior management has significant experience, with an aggregate of    
over one hundred years in the retail business. The Company believes that        
management's substantial experience and demonstrated track record of highly     
profitable growth strongly positions the Company for the future.                

CONSISTENT STORE LEVEL EXECUTION. Abercrombie & Fitch believes that a major 
element of its success is the consistent store level execution of its brand     
strategy. Store presentation is tightly controlled by the Company and is based  
on a detailed and comprehensive store plan regarding visual merchandising,      
marketing and fixtures to ensure that all stores provide a consistent portrayal 
of the brand. Store associates are trained as "brand representatives" who       
convey and reinforce the brand image through their attitude and enthusiasm.     

QUALITY. Since its founding over 100 years ago, Abercrombie & Fitch has     
maintained a strong reputation for quality. This reputation has been enhanced   
in recent years as management has made quality a defining element of the brand. 
The Company sources high quality natural fabrics from around the world and uses 
distinctive trim details and specialized washes to achieve a unique style and   
comfort in its products. As part of this focus on quality, the Company          
establishes on-going relationships with key factories to ensure reliability and 
consistency in production.                                                      

INTERNAL DESIGN AND MERCHANDISING CAPABILITIES. The cornerstone of the      
Company's business is its ability to design products which embody the           
Abercrombie & Fitch image. Abercrombie & Fitch develops substantially all of    
its merchandise line through its own design group, which allows it to develop   
exclusive merchandise and offer a consistent assortment within a season and     
from year to year. In addition, because the Company's merchandise is sold       
exclusively in its own stores, Abercrombie & Fitch is able to control the       
presentation and pricing of its merchandise, provide a higher level of customer 
service and closely monitor retail sell-through, which provides competitive     
advantages over other brand manufacturers that market their goods through       
department stores.                                                              

RELATIONSHIP WITH THE LIMITED. Unlike most high growth, specialty apparel   
retailers, Abercrombie & Fitch directly benefits from the resources and         
expertise of a major retailer such as The Limited. Abercrombie & Fitch has been 
able to concentrate the efforts of its management team and associates on        
strengthening its brand image by taking advantage of The Limited's capabilities 
in the areas of real estate negotiation and acquisition, central distribution,  
sourcing, store design and construction and general corporate services. The     
Company will continue to receive such services after the Offerings pursuant to  
agreements to be entered into with The Limited. See "Relationship with The      
Limited".                                                                       

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GROWTH STRATEGY                                                                 

The Company has implemented a growth strategy designed to permit Abercrombie
& Fitch to capitalize on its business strengths. The Company plans to continue  
its store expansion program by opening 29 new stores in 1996 and increasing the 
number of stores in operation by approximately 20% annually for the next        
several years thereafter. While substantially all stores to be opened in 1996   
will be in regional shopping malls, the Company believes that selected street   
locations in university and high-traffic urban settings also provide attractive 
expansion opportunities. In addition, Abercrombie & Fitch believes that there   
are opportunities to expand its customer base and enhance the productivity of   
its stores through further penetration of existing merchandise categories and   
the introduction of new classifications and categories. Products which are      
being introduced or expanded in 1996 include men's and women's underwear and    
outerwear, fragrances, sunglasses and decorative home accessories. The Company  
believes that its internal design capability will enable it to continue to      
develop new merchandise which reflects the Abercrombie & Fitch lifestyle. See   
"Business--Growth Strategy".                                                    

RISK FACTORS                                                                    

An investment in the Class A Common Stock also involves certain risks       
associated with the Company's business, its relationship with The Limited and   
the nature of the Class A Common Stock, including the following: (i) by         
purchasing Class A Common Stock in the Offerings, an investor is deemed to have 
consented to certain provisions of the Company's Certificate of Incorporation   
that limit the potential liability of The Limited, officers and directors of    
The Limited and officers and directors of the Company; (ii) following the       
Offerings, The Limited will control the Company and will be able, among other   
things, to elect all of the Company's directors; (iii) various conflicts of     
interest between the Company and The Limited could arise following completion   
of the Offerings; (iv) purchasers of Class A Common Stock in the Offerings will 
experience an immediate dilution in the net tangible book value of their Class  
A Common Stock from the initial public offering price; (v) the Company has      
grown rapidly over the past several years, and there can be no assurance that   
the Company will continue to be able to grow profitably; (vi) the loss of the   
services of certain key individuals could have a material adverse impact on the 
Company's business and prospects; and (vii) certain of the Company's            
merchandise is sourced from independent foreign factories and is subject to     
existing or potential duties, tariffs or quotas.                                

 For a fuller discussion of these and other risk factors affecting the Company
and its business, see "Risk Factors".                                           

The Company currently is wholly owned by The Limited. The Company was       
incorporated in Delaware on June 26, 1996 as a holding company for the          
Abercrombie & Fitch Business. The Company's principal offices are located at    
Four Limited Parkway, Reynoldsburg, Ohio 43068. The Company's telephone number  
is (614) 577-6500.                                                              

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THE OFFERINGS(1)

                                                        · Enlarge/Download Table
                                                                                      
Class A Common Stock Offered by the                                                   
 Company(2):                                                                          
  United States                                                                       
   Offering.....                      5,600,000 shares                                
  International                                                                       
   Offering.....                      1,400,000 shares                                
    Total.......                      7,000,000 shares                                
Common Stock                                                                          
 Outstanding                                                                          
 After the                                                                            
 Offerings(3):                                                                        
  Class A Common                                                                      
   Stock........                      7,000,000 shares                                
  Class B Common                                                                      
   Stock........                     43,000,000 shares                                
    Total.......                     50,000,000 shares                                
New York Stock                                                                        
 Exchange Symbol                                                                      
 for Class A                                                                          
 Common Stock...                     ANF                                              
Use of Pro-                          All of the net proceeds will be used to repay    
 ceeds..........                     borrowings of certain of the Company's           
                                     subsidiaries under a credit agreement entered    
                                     into with certain lenders and The Chase          
                                     Manhattan Bank, as agent (the "Credit            
                                     Agreement"), which borrowings were used to       
                                     fund a dividend to The Limited and repay certain 
                                     obligations owed to The Limited. See "Use of     
                                     Proceeds".                                       
Voting Rights;                       The holders of Class A Common Stock, par         
 Conversion.....                     value $.01 per share (the "Class A Common        
                                     Stock"), generally have rights, including as to  
                                     dividends, identical to those of holders of Class
                                     B Common Stock, par value $.01 per share (the    
                                     "Class B Common Stock"), except that holders     
                                     of Class A Common Stock are entitled to one      
                                     vote per share and holders of Class B Common     
                                     Stock are entitled to three votes per share.     
                                     Holders of the Class A Common Stock and          
                                     Class B Common Stock generally vote together     
                                     as a single class, except as otherwise required  
                                     by Delaware law. See "Description of Capital     
                                     Stock --Common Stock--Voting Rights". Under      
                                     certain circumstances, Class B Common Stock      
                                     converts to Class A Common Stock. See            
                                     "Relationship with The Limited".                 

--------                                                                        
(1) Does not include up to 1,050,000 shares of Class A Common Stock that are    
subject to the over-allotment options granted to the Underwriters by the
Company. See "Underwriting".                                            
(2) Includes up to 350,000 shares of Class A Common Stock reserved for purchase 
by associates and directors of Abercrombie & Fitch and certain other    
   businesses operated by The Limited at the initial public offering price set
   forth on the cover page of this Prospectus. The offerings of Class A Common
Stock by the U.S. Underwriters and the International Underwriters are   
referred to herein as the "Offerings".                                  
(3) Does not include an aggregate of up to 243,000 shares of Class A Common     
Stock reserved for issuance in respect of associate and director stock  
options granted effective upon consummation of the Offerings with an    
  exercise price equal to the initial public offering price set forth on the
cover page of this Prospectus. See "Executive Compensation".            

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DIVIDENDS 

The Board of Directors of the Company currently intends to retain future    
earnings for the development of its business and does not anticipate paying     
regular quarterly dividends on the Class A Common Stock or the Class B Common   
Stock (collectively, the "Common Stock") for the foreseeable future. Under      
Delaware law, the declaration of dividends is within the discretion of the      
Company's Board of Directors and future dividends, if any, will depend upon     
various factors, including the Company's net income, current and anticipated    
cash needs and any other factors deemed relevant by the Board of Directors. By  
virtue of its Common Stock ownership, The Limited will have the ability to      
change the size and composition of the Company's Board of Directors and thereby 
control the payment of dividends by the Company. Pursuant to restrictions       
contained in the Credit Agreement, so long as the Credit Agreement is           
outstanding, the Company is prohibited from paying any dividends on its capital 
stock, including the Class A Common Stock. See "Description of Certain          
Indebtedness--Credit Agreement".                                                

RELATIONSHIP WITH THE LIMITED 

On June 26, 1996, The Limited announced that its board of directors had     
authorized the filing of a registration statement relating to an initial public 
offering of common stock of a subsidiary comprised of its Abercrombie & Fitch   
business. The Offerings are part of a reconfiguration plan initiated by The     
Limited in 1995 in order to permit the public offering of shares of common      
stock in Intimate Brands, Inc., a company consisting of its Victoria's Secret   
Stores, Victoria's Secret Catalogue, Bath & Body Works, Cacique, Penhaligon's   
and Gryphon businesses ("Intimate Brands"), and other possible sales of         
interests in its businesses. The Limited authorized such transactions so as to  
effect changes that are intended to encourage entrepreneurial spirit, yield     
better performance, develop new growth opportunities for all the businesses     
operated by The Limited and, at the same time, indirectly to create new career  
opportunities for all of The Limited's associates. The reconfiguration was also 
intended to enable certain of The Limited's businesses to operate more          
independently while allowing The Limited to focus on inventing new retail brand 
concepts.                                                                       

The Company is currently wholly owned by The Limited. Upon consummation of  
the Offerings, The Limited will own 100% of the Class B Common Stock, which     
will represent approximately 94.9% of the combined voting power of all classes  
of voting stock (94.1% if the Underwriters' over-allotment options are          
exercised in full) and thus will continue to have the ability to direct the     
election of all of the directors of the Company and otherwise exercise a        
controlling influence over the business and affairs of the Company. The Limited 
is principally engaged in the purchase, distribution and sale of women's        
apparel and had 1995 net sales (including Intimate Brands and the Abercrombie & 
Fitch Business) of approximately $7.9 billion. The Limited operates, among      
other things, Intimate Brands, and the Express, The Limited Stores, Lerner New  
York, Lane Bryant and Henri Bendel women's apparel businesses and the           
Structure, The Limited Too and Galyan's retail stores.                          

 The Limited has advised the Company that its current intent is to continue to
hold all of the Class B Common Stock beneficially owned by The Limited.         
However, The Limited has no agreement with the Company not to sell or           
distribute such shares and, other than pursuant to the Underwriting Agreement   
described below, there can be no assurance concerning the period of time during 
which The Limited will maintain its beneficial ownership of Common Stock. The   
Company has agreed to use its best efforts to effect the registration under the 
applicable federal and state securities laws of any of the Class B Common Stock 
held by The Limited. Beneficial ownership of at least 80% of the total voting   
power and value of the outstanding Common Stock is required in order for The    
Limited to continue to include the Company in its consolidated group for        
federal income tax purposes and                                                 

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ownership of at least 80% of the total voting power and 80% of each class of    
nonvoting capital stock is required in order for The Limited to be able to      
effect a Tax-Free Spin-Off (as hereinafter defined) of the Company. In the      
event The Limited decreases its ownership below 80%, all borrowings under the   
Credit Agreement must be repaid. See "Description of Certain Indebtedness --    
Credit Agreement". Also, the Company and The Limited will agree with the        
Underwriters not to sell or otherwise dispose of, directly or indirectly, any   
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) for a period of 180 days after the date of this   
Prospectus without the prior written consent of the Representatives of the      
Underwriters, subject to certain exceptions. See "Underwriting". The Company    
does not intend to issue additional shares of Class B Common Stock except in a  
manner which would permit The Limited to maintain its proportional beneficial   
interest in the value and voting power of the Company upon the issuance of      
additional shares of Class A Common Stock. See "Relationship with The Limited-- 
Corporate Agreement". The Limited has no current plans with respect to a Tax-   
Free Spin-Off of Abercrombie & Fitch.                                           

Each share of Class B Common Stock is convertible while held by The Limited 
or any of its subsidiaries at such holder's option into one share of Class A    
Common Stock. Any shares of Class B Common Stock transferred to a person other  
than The Limited or any of its subsidiaries shall automatically convert to      
shares of Class A Common Stock upon such disposition, except for a disposition  
effected in connection with a transfer of Class B Common Stock to shareholders  
of The Limited as a dividend intended to be on a tax-free basis (a "Tax-Free    
Spin-Off") under the Internal Revenue Code of 1986, as amended (the "Code").    

In the event of a Tax-Free Spin-Off, shares of Class B Common Stock shall   
automatically convert into shares of Class A Common Stock on the fifth          
anniversary of the Tax-Free Spin-Off, unless prior to such Tax-Free Spin-Off    
The Limited delivers to the Company an opinion of counsel (which counsel shall  
be reasonably satisfactory to the Company) to the effect that such conversion   
would preclude The Limited from obtaining a favorable ruling from the Internal  
Revenue Service that the distribution would be a Tax-Free Spin-Off under the    
Code. If such an opinion is received, approval of such conversion shall be      
submitted to a vote of the holders of Abercrombie & Fitch's Common Stock as     
soon as practicable after the fifth anniversary of the Tax-Free Spin-Off,       
unless The Limited delivers to the Company an opinion of The Limited's counsel  
(which counsel shall be reasonably satisfactory to the Company) prior to such   
anniversary that such vote would adversely affect the status of the Tax-Free    
Spin-Off. Approval of such conversion will require the affirmative vote of the  
holders of a majority of the shares of both the Abercrombie & Fitch's Class A   
Common Stock and Class B Common Stock present and voting, voting together as a  
single class, with each share entitled to one vote for such purpose. No         
assurance can be given that such conversion would be consummated.               

The Limited will convert its Class B Common Stock to Class A Common Stock   
immediately prior to a Tax-Free Spin-Off if, after such conversion, it would    
have beneficial ownership of at least 80% of the voting power of the            
outstanding Common Stock. All shares of Class B Common Stock shall              
automatically convert into Class A Common Stock if a Tax-Free Spin-Off has not  
occurred and the number of outstanding shares of Class B Common Stock falls     
below 60% of the aggregate number of outstanding shares of Common Stock. This   
will prevent The Limited from decreasing its economic interest in the Company   
to less than 60% while still retaining control of approximately 81.8% of        
Abercrombie & Fitch's voting power. All conversions will be effected on a       
share-for-share basis. For a description of other provisions governing the      
conversion of Class B Common Stock, see "Description of Capital Stock--Common   
Stock--Conversion".                                                             

The requirement that The Limited retain beneficial ownership of at least 80%
of the voting power of the outstanding Common Stock after any conversion prior  
to a Tax-Free Spin-Off is intended to ensure that the tax treatment of the Tax- 
Free Spin-Off is preserved. Similarly, the requirement to                       

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submit such conversion to a vote of the holders of Common Stock is intended to  
preserve such tax treatment should the Internal Revenue Service challenge such  
automatic conversion as violating the 80% vote requirement. Automatic           
conversion of the Class B Common Stock into Class A Common Stock if a Tax-Free  
Spin-Off has not occurred and The Limited decreases its economic interest in    
the Company to less than 60% is intended to ensure that The Limited retains     
voting control by virtue of its ownership of Class B Common Stock only if it    
has a sizable economic interest in the Company. For so long as The Limited      
maintains beneficial ownership of a majority of the number of outstanding       
shares of Common Stock, the Company may not act in a way which may reasonably   
be anticipated to result in a contravention by The Limited of (i) The Limited's 
certificate of incorporation or bylaws; (ii) any credit agreement binding upon  
The Limited; or (iii) any judgment, order or decree of any governmental body    
having jurisdiction over The Limited.                                           

Under agreements to be entered into between the Company and The Limited upon
consummation of the Offerings, The Limited will continue to provide certain     
services to the Company and The Limited will make available certain associate   
benefit plans to the Company's associates. In addition, the Company and an      
affiliate of The Limited have entered into a sublease agreement and, upon       
consummation of the Offerings, the Company and The Limited intend to enter into 
a number of other intercompany agreements, including corporate and tax-sharing  
agreements. With respect to matters covered by the services agreement, the      
relationship between The Limited and Abercrombie & Fitch is intended to         
continue in a manner generally consistent with past practices. See              
"Relationship with The Limited". Although the Company will own all the          
trademarks and service marks used in its business, for so long as the Company   
remains a subsidiary of The Limited, The Limited will be entitled to use the    
Company's trademarks and service marks at no cost to The Limited in The         
Limited's annual report to shareholders and publicity material and for other    
similar purposes.                                                               

Abercrombie & Fitch and certain of its subsidiaries are currently subject to
intercompany notes to The Limited in an aggregate principal amount of $58.6     
million. Such indebtedness will remain outstanding after consummation of the    
Offerings, of which $50 million is evidenced by a note (the "Mirror Note") that 
represents Abercrombie & Fitch's share of certain long-term debt of The Limited 
and $8.6 million is evidenced by a note (the "Working Capital Note") payable to 
The Limited on January 31, 1997. The long-term Mirror Note bears interest at    
the rate of 7.80% per annum and matures on May 15, 2002, paralleling the terms  
of the corresponding debt of The Limited. The Working Capital Note bears        
interest at a rate of 6.75% per annum. Additionally, the Company maintains an   
intercompany balance with The Limited to facilitate intercompany transactions   
and centralized cash management services. At August 3, 1996, the Company had an 
intercompany payable balance of $8,557,000 (the "Intercompany Payable"). See    
"Capitalization" and "Description of Certain Indebtedness--Intercompany Debt".  

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SUMMARY FINANCIAL AND OPERATING DATA

Set forth below is summary historical financial and operating data for the  
periods indicated for the Abercrombie & Fitch Business. This information should 
be read in conjunction with the Abercrombie & Fitch Business' historical and    
pro forma consolidated financial statements and notes thereto included          
elsewhere in this Prospectus, "Management's Discussion and Analysis of          
Financial Condition and Results of Operations" and the other financial          
information set forth herein. The information for fiscal years 1991 and 1992 is 
derived from the Abercrombie & Fitch Business' unaudited consolidated financial 
statements. The selected financial data as of and for the twenty-six weeks      
ended July 29, 1995 and August 3, 1996 are derived from the unaudited           
consolidated financial statements also appearing herein, which, in the opinion  
of management, reflect all adjustments (which are of a recurring nature)        
necessary to present fairly the financial position and results of operations    
and cash flows for the interim periods. Results for the period ended August 3,  
1996 are not necessarily indicative of the results of operations to be expected 
for the full fiscal year.                                                       

                                                        · Enlarge/Download Table

                                                                                          TWENTY-SIX      
                                              FISCAL YEAR ENDED                          WEEKS ENDED      
                         ------------------------------------------------------------ --------------------
                         FEBRUARY 1, JANUARY 30, JANUARY 29,  JANUARY 28, FEBRUARY 3, JULY 29,   AUGUST 3,
                             1992        1993        1994         1995      1996(1)     1995        1996  
                         ----------- ----------- -----------  ----------- ----------- --------   ---------
                          (IN THOUSANDS, EXCEPT PER SHARE, PER SQUARE FOOT AND NUMBER OF STORES DATA)     
                                                                                                          
STATEMENT OF OPERATIONS                                                                                   
 DATA:                                                                                                    
 Net sales..............   $62,583     $85,301    $110,952     $165,463    $235,659   $72,045    $108,451 
 Gross income(2)........     9,665      13,413      30,562       56,820      79,794    20,451      32,946 
 General, administrative                                                                                  
  and store operating                                                                                     
  expenses(3)...........    21,268      23,603      30,240       43,069      55,996    21,970      31,520 
 Operating income                                                                                         
  (loss)(4).............   (11,603)    (10,190)     (4,064)      13,751      23,798    (1,519)      1,426 
 Net income (loss)......    (7,003)     (6,090)     (2,464)       8,251      14,298      (919)        175 
 Pro forma net income                                                                                     
  (loss)(5).............                                                      9,672    (3,332)     (1,387)
 Pro forma weighted                                                                                       
  average number of                                                                                       
  shares(6).............                                                     50,000    50,000      50,000 
 Pro forma net income                                                                                     
  (loss) per                                                                                              
  share(5)(6)...........                                                   $    .19   $  (.07)   $   (.03)
BALANCE SHEET DATA:                                                                                       
 Inventories............   $11,932     $15,075    $ 10,052     $ 16,551    $ 30,388   $37,880    $ 52,919 
 Total assets...........    47,967      61,626      48,882       58,018      87,693    81,291     109,394 
 Long-term debt(7)......                                                                           58,557 
 Pro forma shareholders'                                                                                  
  equity (deficit)(8)...                                                                          (28,546)
OTHER DATA:                                                                                               
 Total net sales                                                                                          
  growth................       --         36.3%       30.1%        49.1%       42.4%     37.4%       50.5%
 Gross income                                                                                             
  percentage(9).........      15.4%       15.7%       27.5%        34.3%       33.9%     28.4%       30.4%
 Operating income (loss)                                                                                  
  percentage(9).........     (18.5%)     (11.9%)      (3.7%)        8.3%       10.1%     (2.1%)       1.3%
 Number of stores at                                                                                      
  period end............        36          40          49           67         100        77         106 
 Total selling square                                                                                     
  feet..................       287         332         405          541         792       617         830 
 Sales per selling                                                                                        
  square foot(10).......   $   261     $   276    $    301     $    350    $    354   $   124    $    134 

--------                                                                        
(1) Represents the 53-week fiscal year ended February 3, 1996.                
(2) Gross income equals net sales less cost of goods sold, occupancy and      
buying costs.                                                         
(3) General, administrative and store operating expenses include charges and  
allocations made by The Limited to the Abercrombie & Fitch Business.  

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(4) Reflects a $4.4 million nonrecurring charge in 1993. See Note 3 to the    
Consolidated Financial Statements.                                    
(5) Gives pro forma effect to the interest expense, net of tax benefit, on the
$8.6 million Working Capital Note and the long-term Mirror Note in the
amount of $50 million. Also includes the pro forma effect of interest 
   expense and certain fees, net of tax benefit (to the extent not reflected
in the historical financial statements) on borrowings under the Credit
   Agreement for the twenty-six weeks ended July 29, 1995 and August 3, 1996
    and the year ended February 3, 1996. See "Pro Forma Consolidated Financial
Statements".                                                          
(6) Pro forma net income (loss) per share is based on pro forma net income    
 (loss) and the weighted average number of shares of Class A and Class B
    Common Stock expected to be outstanding after the Offerings. Pro forma net
  income (loss) per share is not necessarily indicative of what actual net
  income (loss) per share would have been if the Offerings occurred on the
basis assumed.                                                        
(7) Represents the long-term Mirror Note and the Intercompany Payable.        
(8) Gives pro forma effect to the issuance and sale of Class A Common Stock in
  the Offerings and the application of the net proceeds therefrom to repay
    approximately $102.9 million of borrowings under the Credit Agreement. See
"Pro Forma Consolidated Financial Statements".                        
(9) Calculated as a percentage of net sales.                                  
(10) Sales per selling square foot is the result of dividing net sales for the  
period by average selling square feet, which represents the average of
   selling square feet at the beginning and end of each fiscal period. These
  amounts are not adjusted to reflect the seasonal nature of the Company's
sales or the impact of opening stores in different periods during the 
year. Sales per selling square foot for interim periods are not       
representative of results to be expected for a full fiscal year.      

A listing of key business statistics follows:                               

                                                        · Enlarge/Download Table

                                                                                          TWENTY-SIX    
                                               FISCAL YEAR ENDED                         WEEKS ENDED    
                          ----------------------------------------------------------- ------------------
                          FEBRUARY 1, JANUARY 30, JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29, AUGUST 3,
                             1992        1993        1994        1995        1996       1995     1996   
                          ----------- ----------- ----------- ----------- ----------- -------- ---------
                                                                                                        
Number of stores opened                                                                                 
 during the period......       10           4           9          20          33         10        6   
Number of stores closed                                                                                 
 during the period......        1         --          --            2         --         --       --    
Number of stores at                                                                                     
 period end.............       36          40          49          67         100         77      106   
Total selling square                                                                                    
 feet (000's)...........      287         332         405         541         792        617      830   
Sales per selling square                                                                                
 foot(1)................     $261        $276        $301        $350        $354       $124     $134   
Comparable store sales                                                                                  
 growth(2)..............       10%          8%          6%         15%          5%         3%      16%  

--------                                                                        
(1) See footnote 10 above.                                                      
(2) Abercrombie & Fitch includes a store in its comparable store sales          
calculation at the beginning of the 53rd week of the store's operation. 
Stores that are expanded or downsized more than 20% in square feet are  
treated as new stores for purposes of this calculation only.            

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RISK FACTORS  

Prior to making an investment decision, prospective investors should        
carefully consider the following specific investment considerations. See        
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and "Business" for a description of other factors affecting the     
business of the Company.                                                        

CONSENT TO LIMITATIONS OF LIABILITY                                             

The Company's Certificate of Incorporation includes provisions relating to  
potential conflicts of interest that may arise between the Company and The      
Limited and its subsidiaries. See "Description of Capital Stock".               

The following provisions were adopted in light of the fact that the Company 
and The Limited and its subsidiaries are engaged in retail businesses and       
intend to enter into contracts and other arrangements after the Offerings. TO   
DATE, THE COMPANY AND THE LIMITED HAVE NOT ADOPTED ANY FORMAL PROCEDURES        
DESIGNED TO RESOLVE POTENTIAL CONFLICTS OF INTEREST BETWEEN THE TWO COMPANIES.  
THE COMPANY INTENDS TO DEVELOP PROCEDURES TO ADDRESS SUCH CONFLICTS. THE        
PRECISE NATURE OF ANY CONFLICT RESOLUTION PROCEDURES WILL BE DETERMINED IN      
LIGHT OF, AMONG OTHER THINGS, THE NATURE OF THE CONFLICT BEING ADDRESSED. Any   
person purchasing or acquiring an interest in shares of capital stock of the    
Company, including the Underwriters, will be deemed to have consented to such   
provisions relating to conflicts of interest and corporate opportunities, and   
such consent may restrict such person's ability to challenge transactions       
carried out in compliance with such provisions. In addition, the Company        
intends to disclose the existence of such provisions in its Annual Reports on   
Form 10-K as well as in certain other filings with the Securities and Exchange  
Commission (the "Commission"). The certificate of incorporation of The Limited  
does not include comparable provisions relating to conflicts of interest or     
corporate opportunities.                                                        

The enforceability of the provisions discussed below under Delaware         
corporate law has not been established and, due to the absence of relevant      
judicial authority, counsel to the Company is not able to deliver an opinion    
as to the enforceability of such provisions. Whether or not such provisions     
are held to be enforceable, the Company believes its directors will be able to  
fulfill their fiduciary duties to its shareholders. In addition, it is the      
opinion of the Commission that any indemnification of directors, officers or    
controlling persons of the Company for liabilities arising under the            
Securities Act of 1933, as amended (the "Securities Act") is against public     
policy as expressed in the Securities Act and is, therefore, unenforceable.     

TRANSACTIONS WITH INTERESTED PARTIES                                          

The Company's Certificate of Incorporation provides that no contract,       
agreement, arrangement or transaction (or any amendment, modification or        
termination thereof) between the Company and The Limited or any subsidiary of   
The Limited (other than the Company) or between the Company and any entity in   
which a director of the Company has a financial interest (a "Related Entity")   
or between the Company and any director or officer of the Company, The          
Limited, any subsidiary of The Limited or any Related Entity shall be void or   
voidable solely for the reason that The Limited or such subsidiary, a Related   
Entity or any one or more of the officers or directors of the Company, The      
Limited or such subsidiary or any Related Entity are parties thereto, or        
solely because any such directors or officers are present at, participate in    
or vote (which vote shall be counted) with respect to the authorization of the  
contract, agreement, arrangement or transaction (or any amendment,              
modification or termination thereof). FURTHER, THE COMPANY'S CERTIFICATE OF     
INCORPORATION PROVIDES THAT THE LIMITED, ITS SUBSIDIARIES AND ANY RELATED       
ENTITY SHALL NOT BE LIABLE TO THE COMPANY OR ITS SHAREHOLDERS FOR BREACH OF     
ANY FIDUCIARY DUTY OR DUTY OF LOYALTY OR FAILURE TO ACT IN (OR NOT OPPOSED TO)  
THE BEST INTERESTS OF THE COMPANY OR THE DERIVATION OF ANY IMPROPER PERSONAL    
BENEFIT BY REASON OF THE                                                        

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FACT THAT THE LIMITED, SUCH SUBSIDIARY OR SUCH RELATED ENTITY IN GOOD FAITH     
TAKES ANY ACTION OR EXERCISES ANY RIGHTS OR GIVES OR WITHHOLDS ANY CONSENT IN   
CONNECTION WITH ANY AGREEMENT OR CONTRACT BETWEEN THE LIMITED, SUCH SUBSIDIARY  
OR SUCH RELATED ENTITY AND THE COMPANY. No vote cast or other action taken by   
any person who is an officer, director or other representative of The Limited,  
such subsidiary or such Related Entity, which vote is cast or action is taken   
by such person in his capacity as a director of the Company, shall constitute   
an action of or the exercise of a right by or a consent of The Limited, such    
subsidiary or such Related Entity for the purpose of any such agreement or      
contract.                                                                       

ALLOCATIONS OF CORPORATE OPPORTUNITIES                                        

The Company's Certificate of Incorporation provides that in the event a     
director, officer or associate of the Company who is also a director, officer   
or associate of The Limited or its subsidiaries acquires knowledge of a         
transaction or other matter that may constitute a corporate opportunity of      
either or both the Company and The Limited or its subsidiaries, such corporate  
opportunity may be allocated either to the Company or The Limited or its        
subsidiaries as such director, officer or associate deems appropriate under     
the circumstances.                                                              

ACTIONS UNDER INTERCOMPANY AGREEMENTS                                         

The Company's Certificate of Incorporation limits the liability of officers 
and directors of The Limited and its subsidiaries for breaches of fiduciary     
duty for actions taken or omitted under certain intercompany agreements.        

LIMITATIONS ON FIDUCIARY DUTIES                                               

The Company's Certificate of Incorporation generally eliminates the         
liability of directors and officers of the Company with respect to certain      
matters involving The Limited and its subsidiaries, including matters that may  
constitute corporate opportunities of The Limited, its subsidiaries or the      
Company. These provisions of the Company's Certificate of Incorporation         
eliminate certain rights that might have been available to shareholders under   
Delaware law had such provisions not been included in the Certificate of        
Incorporation, although the enforceability of such provisions has not been      
established.                                                                    

LIMITATION ON PERSONAL MONETARY LIABILITY, INCLUDING GROSS NEGLIGENCE         

Under the Company's Certificate of Incorporation, the directors' personal   
monetary liability for breach of their fiduciary duty of care, including        
actions involving gross negligence, will also be eliminated to the fullest      
extent permitted under Delaware law.                                            

CONTROL BY THE LIMITED                                                          

The Limited is currently the only shareholder of the Company. Upon          
completion of the Offerings, The Limited will own 100% of the outstanding       
Class B Common Stock of the Company (which Class B Common Stock is entitled to  
three votes per share on any matter submitted to a vote of the Company's        
shareholders). The Class B Common Stock will represent approximately 94.9% of   
the combined voting power of all classes of voting stock (94.1% if the          
Underwriters' over-allotment options are exercised in full) and thus will be    
able to direct the election of all of the members of the Company's Board of     
Directors and exercise a controlling influence over the business and affairs    
of the Company, including any determinations with respect to mergers or other   
business combinations involving the Company, the acquisition or disposition of  
assets by the Company, the incurrence of indebtedness by the Company, the       
issuance of any additional Common Stock or other equity securities and the      
payment of dividends with respect to the Common Stock. Similarly, The Limited   
will have the power to determine matters submitted to a vote of the Company's   
shareholders without the consent of the Company's other                         

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shareholders, will have the power to prevent a change of control of the         
Company and could take other actions that might be favorable to The Limited.    
The grant pursuant to associate benefit plans of Common Stock to, or the        
acquisition of Common Stock upon the exercise of stock options held by,         
associates of the Company would reduce the percentage ownership and voting      
interest in the Company of the public shareholders of the Company.              

The Limited has advised the Company that its current intent is to continue  
to hold all of the Class B Common Stock beneficially owned by it. However, The  
Limited has no agreement with the Company not to sell or distribute such        
shares, and, except for restrictions in the Underwriting Agreement set forth    
below, there can be no assurance concerning the period of time during which     
The Limited will maintain its beneficial ownership of Common Stock. Pursuant    
to the Underwriting Agreement, The Limited will agree, subject to certain       
exceptions, not to sell or otherwise dispose of, directly or indirectly, any    
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) owned by it for a period of 180 days after the    
date of this Prospectus without the prior written consent of the                
Representatives of the Underwriters. The Company has agreed, at the request of  
The Limited, to use its best efforts to effect the registration under           
applicable federal and state securities laws of any of the Class B Common       
Stock held by The Limited. Beneficial ownership of at least 80% of the total    
voting power and value of the outstanding Common Stock is required in order     
for The Limited to continue to include the Company in its consolidated group    
for federal income tax purposes, and ownership of at least 80% of the total     
voting power and 80% of each class of nonvoting capital stock is required in    
order for The Limited to be able to effect a Tax-Free Spin-Off of the Company.  
In the event The Limited decreases its ownership below 80%, all borrowings      
under the Credit Agreement must be repaid. See "Description of Certain          
Indebtedness--Credit Agreement". Because The Limited may seek to maintain its   
beneficial ownership percentage of the Company for tax planning purposes or     
otherwise and may not desire to acquire additional shares of Common Stock in    
connection with a future issuance of shares by the Company, the Company may be  
constrained in its ability to raise equity capital in the future or to issue    
Common Stock in connection with acquisitions.                                   

For so long as The Limited maintains beneficial ownership of a majority of  
the number of outstanding shares of Common Stock, the Company may not act in a  
way which may reasonably be anticipated to result in a contravention by The     
Limited of: (i) The Limited's certificate of incorporation or bylaws; (ii) any  
credit agreement binding upon The Limited; or (iii) any judgment, order or      
decree of any governmental body having jurisdiction over The Limited.           

Each member of a consolidated group for federal income tax purposes is      
jointly and severally liable for the federal income tax liability of each       
other member of the consolidated group. For benefit plan purposes, the Company  
will be part of The Limited's controlled group, which includes The Limited and  
its other subsidiaries. Under the Employee Retirement Income Security Act of    
1974, as amended ("ERISA"), and federal income tax law, each member of the      
controlled group is jointly and severally liable for funding and termination    
liabilities of tax qualified defined benefit retirement plans as well as        
certain plan taxes. Accordingly, during the period in which the Company is      
included in The Limited's consolidated or controlled group, the Company could   
be liable under such provisions in the event any such liability or tax is       
incurred, and not discharged, by any other member of The Limited's              
consolidated or controlled group.                                               

The Company's Board of Directors currently consists of six members, four of 
whom serve concurrently as members of the Board of Directors of The Limited     
and Intimate Brands and one of whom serves concurrently as a member of the      
Board of Directors of Intimate Brands. Mr. Leslie H. Wexner, Chairman,          
President and Chief Executive Officer of The Limited, will also serve as        
Chairman of the Board of the Company, and Kenneth B. Gilman, Vice Chairman of   
The Limited, will also serve as Vice Chairman of the Board of the Company. In   
light of its ownership of the Company's Class B Common Stock, The Limited will  
have the ability to change the size and composition of the Company's Board of   
Directors and committees of the Board of Directors. See "Relationship with The  
Limited--Corporate Agreement".                                                  

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POTENTIAL CONFLICTS OF INTEREST                                                 

Various conflicts of interest between the Company and The Limited could     
arise following completion of the Offerings. To date, the Company and The       
Limited have not adopted any formal procedures designed to resolve potential    
conflicts of interest between the two companies. See "--Consent to Limitations  
of Liability".                                                                  

CONTROL OF CERTAIN REAL ESTATE MATTERS                                        

Pursuant to the terms of the services agreement to be entered into between  
the Company and The Limited and consistent with past practices, The Limited     
will be granted the exclusive right to negotiate all store leases on behalf of  
Abercrombie & Fitch. While Abercrombie & Fitch will use The Limited's real      
estate division to select store sites and negotiate leases, Abercrombie &       
Fitch has the final authority to choose to accept or not to accept a store      
site or lease negotiated by The Limited. Similarly, The Limited will be         
entitled to allocate store space among Abercrombie & Fitch and other retail     
businesses operated by The Limited. Although Abercrombie & Fitch's management   
believes that this arrangement provides it with significant advantages, it may  
result in conflicts of interest between the Company and The Limited. See        
"Relationship with The Limited--Services Agreement" and "Business--Central      
Real Estate Management".                                                        

CROSS-DIRECTORSHIPS AND STOCK OWNERSHIP                                       

Leslie H. Wexner, Chairman of the Board, and Kenneth B. Gilman, Vice        
Chairman of the Board, as well as Michael S. Jeffries, President and Chief      
Executive Officer of Abercrombie & Fitch, hold shares of common stock and       
options to acquire common stock of The Limited. Such shares and options are     
material to the net worth of Mr. Wexner, Mr. Gilman and Mr. Jeffries. See       
"Executive Compensation". Cross-directorships and ownership interests of        
directors or officers of the Company in common stock of The Limited could       
create or appear to create potential conflicts of interest when directors and   
officers are faced with decisions that could have different implications for    
the Company and The Limited. Nevertheless, the Company believes that such       
directors would be able to fulfill their fiduciary duties to its shareholders.  
See "Description of Capital Stock--Certain Certificate of Incorporation and     
Bylaw Provisions". The certificate of incorporation of The Limited does not     
include provisions addressing these potential conflicts.                        

CONTROL OF CERTAIN PERSONNEL MATTERS                                          

In an effort to promote the career development of senior associates of The  
Limited's various businesses and to address its own personnel requirements,     
The Limited may reassign associates from positions at one of its businesses to  
positions in another business operated by The Limited. Such assignments and     
reassignments are within the discretion of The Limited and are made with a      
view towards optimizing the allocation of personnel among the different         
businesses of The Limited. Although this arrangement may create occasional      
difficulties for Abercrombie & Fitch, Abercrombie & Fitch's management          
believes that providing senior managers with opportunities for advancement at   
other businesses of The Limited is an important advantage in recruiting         
associates. In addition, Abercrombie & Fitch believes it has benefitted from    
this arrangement, as experienced managers from other businesses operated by     
The Limited have been assigned to Abercrombie & Fitch. Although The Limited     
has no present intention to relocate any senior Abercrombie & Fitch             
merchandising personnel or other senior executive officers from Abercrombie &   
Fitch to other businesses controlled by The Limited, there can be no assurance  
as to future assignments of senior associates of The Limited's other            
businesses to Abercrombie & Fitch or from Abercrombie & Fitch to other          
businesses controlled by The Limited.                                           

CONTROL OF TAX MATTERS                                                        

By virtue of its controlling beneficial ownership and the terms of the tax- 
sharing agreement to be entered into between the Company and The Limited, The   
Limited will effectively control all of the                                     

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Company's tax decisions. Under the tax-sharing agreement, The Limited will      
have sole authority to respond to and conduct all tax proceedings (including    
tax audits) relating to Abercrombie & Fitch, to file all returns on behalf of   
the Company and to determine the amount of Abercrombie & Fitch's liability to   
(or entitlement to payment from) The Limited under the tax-sharing agreement.   
See "Relationship with The Limited--Tax-Sharing Agreement". This arrangement    
may result in conflicts of interest between the Company and The Limited. For    
example, under the tax-sharing agreement, The Limited may choose to contest,    
compromise or settle any adjustment or deficiency proposed by the relevant      
taxing authority in a manner that may be beneficial to The Limited and          
detrimental to the Company. In connection therewith, however, The Limited is    
obligated under the tax-sharing agreement to act in good faith with regard to   
all members included in the applicable returns.                                 

COMPETITION WITH THE LIMITED                                                  

The Limited is one of the largest specialty retailers in the United States. 
The Limited is not restricted in any manner from competing with Abercrombie &   
Fitch and currently markets merchandise similar to that sold by the Company     
through certain of its other subsidiaries. There can be no assurance that The   
Limited will not expand, through development of new lines of products or        
businesses, acquisition or otherwise, its operations that compete with          
Abercrombie & Fitch.                                                            

INTERCOMPANY AGREEMENTS NOT SUBJECT TO ARM'S-LENGTH NEGOTIATION                 

The Limited (or one or more of its subsidiaries) and the Company have       
entered and intend to enter into certain intercompany agreements, including     
agreements pursuant to which The Limited (or one or more of its subsidiaries)   
will provide various services to Abercrom