Abercrombie & Fitch 2011 Annual Report Download - page 101

ABERCROMBIE & FITCH CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
with each share of Common Stock outstanding as of the close of business on May 25, 1999, or issued or
delivered after May 25, 1999 and prior to the “Distribution Date” (as defined below), was proportionately
adjusted from one Right to 0.50 Right. Each share of Common Stock issued after May 25, 1999 and prior
to the Distribution Date has been, and will be issued, with 0.50 Right attached so that all shares of
Common Stock outstanding prior to the Distribution Date will have 0.50 Right attached.
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 $0.01 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 no right to vote or to receive
dividends.
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