Abercrombie & Fitch 2010 Annual Report Download - page 95

Table of Contents
ABERCROMBIE & FITCH CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Rights are initially attached to the shares of Common Stock. The Rights will separate from the Common Stock after a
Distribution Date occurs. The "Distribution Date" generally means the earlier of (i) the close of business on the 10th day after the date
(the "Share Acquisition Date") of the first public announcement that a person or group (other than A&F or any of A&F's subsidiaries
or any employee 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.
92