Abercrombie & Fitch 2009 Annual Report Download - page 86

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benefit plan of A&F or of any of A&F’s subsidiaries) has acquired beneficial ownership of 20% or more of
A&F’s outstanding shares of Common Stock (an “Acquiring Person”), or (ii) the close of business on the
10th business day (or such later date as A&F’s Board of Directors may designate before any person has
become an Acquiring Person) after the date of the commencement of a tender or exchange offer by any person
which would, if consummated, result in such person becoming an Acquiring Person. The Rights are not
exercisable until the Distribution Date. After the Distribution Date, each whole Right may be exercised to
purchase, at an initial exercise price of $250, one one-thousandth of a share of Series A Participating
Cumulative Preferred Stock.
At any time after any person becomes an Acquiring Person, but before the occurrence of any of the
events described in the immediately following paragraph, each holder of a Right, other than the Acquiring
Person and certain affiliated persons, will be entitled to purchase, upon exercise of the Right, shares of
Common Stock having a market value of twice the exercise price of the Right. At any time after any person
becomes an Acquiring Person, but before any person becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock or the occurrence of any of the events described in the immediately
following paragraph, A&F’s Board of Directors may exchange all or part of the Rights, other than Rights
beneficially owned by an Acquiring Person and certain affiliated persons, for shares of Common Stock at an
exchange ratio of one share of Common Stock per 0.50 Right.
If, after any person has become an Acquiring Person, (i) A&F is involved in a merger or other business
combination transaction in which A&F is not the surviving corporation or A&F’s Common Stock is
exchanged for other securities or assets, or (ii) A&F and/or one or more of A&F’s subsidiaries sell or
otherwise transfer 50% or more of the assets or earning power of A&F and its subsidiaries, taken as a whole,
each holder of a Right, other than the Acquiring Person and certain affiliated persons, will be entitled to buy,
for the exercise price of the Rights, the number of shares of common stock of the other party to the business
combination or sale, or in certain circumstances, an affiliate, which at the time of such transaction will have a
market value of twice the exercise price of the Right.
The Rights will expire on July 16, 2018, unless earlier exchanged or redeemed. A&F may redeem all of
the Rights at a price of $.01 per whole Right at any time before any person becomes an Acquiring Person.
Rights holders have no rights as a stockholder of A&F, including the right to vote and to receive
dividends.
85
ABERCROMBIE & FITCH CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)