Abercrombie & Fitch 2013 Annual Report Download - page 76

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76
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.
24. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial results for Fiscal 2012 and Fiscal 2011 follows (in thousands, except per share
amounts):
Fiscal Quarter 2012(1) First(2) Second(3) Third(4) Fourth(5)
Net sales $ 921,218 $ 951,407 $ 1,169,649 $ 1,468,531
Gross profit $ 541,092 $ 592,451 $ 752,514 $ 930,652
Net income (loss) (10) $(21,305) $ 17,051 $ 84,036 $ 157,229
Net income (loss) per diluted share $ (0.25) $ 0.20 $ 1.02 $ 1.95
Fiscal Quarter 2011(1) First(6) Second(7) Third(8) Fourth(9)
Net sales $ 836,674 $ 916,763 $ 1,075,856 $ 1,328,766
Gross profit $ 525,536 $ 578,465 $ 656,254 $ 789,970
Net income $ 12,998 $ 28,119 $ 56,992 $ 45,825
Net income per diluted share $ 0.14 $ 0.31 $ 0.64 $ 0.52
Table of Contents ABERCROMBIE & FITCH CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)