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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Abercrombie & Fitch Co.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
002896-20-7
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(CUSIP Number)
June 1, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 002896-20-7 13G Page 2 of 6 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
THE LIMITED, INC. 31-1029810
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
5. SOLE VOTING POWER
NONE.
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE.
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH
NONE.
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
NONE
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Abercrombie & Fitch Co. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
Four Limited Parkway, Reynoldsburg, OH 43068
Item 2(a). Name of Person Filing:
The Limited, Inc. ("The Limited")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of The Limited is
Three Limited Parkway, Columbus, Ohio 43230.
Item 2(c). Citizenship:
The Limited is a Delaware corporation.
Item 2(d). Title of Class of Securities:
The class of securities to which this statement relates is the
Class A Common Stock of the Company
Item 2(e). CUSIP Number:
002896-20-7
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ ]
Item 4. Ownership.
(a) Amount Beneficially Owned.
On April 15, 1998, The Limited commenced an offer to
exchange (the "Exchange Offer") up to 43,600,000 shares
of Class A Common Stock of the Company, which The
Limited owned, for shares of common stock, par value
$.50 per share, of The Limited upon the terms and
subject to the conditions stated in the Offering
Circular-Prospectus dated April 15, 1998 and the related
Letter of Transmittal. Pursuant to the Exchange Offer,
which was consummated on May 19, 1998, The Limited
exchanged 40,484,545 shares of Class A Common Stock of
the Company. The remaining shares of Class A Common
Stock of the Company were distributed on a pro-rata
basis to Limited shareholders who were holders of record
as of the close of business on May 29, 1998 in a pro-
rata spin-off transaction. As of the date hereof, The
Limited beneficially owns no shares of the Company's
capital stock.
(b) Percent of Class.
None.
(c) Deemed Voting Power and Disposition Power:
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote None.
(ii) Shared power to vote or to direct the vote None.
(iii) Sole power to dispose or to direct the
disposition of None.
(iv) Shared power to dispose or to direct the
disposition of None.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certifications.
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 6, 1998 THE LIMITED, INC.
By: /s/ Samuel P. Fried
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Name: Samuel P. Fried
Title: Vice President, General
Counsel and Secretary
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).