<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year end December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____ to _____ Commission file number __________
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
American Eagle Outfitters, Inc. Retirement Plan
150 Thorn Hill Drive, Warrendale, PA 15086-7528
B. Name of issuer of the securities help pursuant to the plan and the address
of its principal executive office:
National City Bank, Columbus
Trustee for American Eagle Outfitters, Inc. Retirement Plan
155 E. Broad Street, Columbus, OH 43251-0050
<PAGE> 2
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Financial Statements
and Supplemental Information
- -------------------------------------------------------------------------------
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Financial Statements
<S> <C>
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan Benefits 5
Notes to the Financial Statements 6-11
Supplemental Information
Independent Auditors' Report on Supplemental Information 12
Schedule of Assets Held for Investment Purposes 13
Schedule of Transactions in Excess of 5% of the Current Value of
Plan Assets 14
Signature 15
Exhibit
Consent of Independent Auditors 16
</TABLE>
Page 2
<PAGE> 3
Independent Auditors' Report
To the Plan Administrator of the
American Eagle Oufitters, Inc. Retirement Plan
Warrendale, Pennsylvania
We have audited the accompanying statements of net assets available
for plan benefits of the American Eagle Outfitters, Inc. Retirement Plan as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the American Eagle Outfitters, Inc. Retirement Plan as of December 31, 1996 and
1995, and the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
/s/Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 9, 1997
Page 3
<PAGE> 4
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
December 31 1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
Investments - Note 3 $2,935,449 $2,250,936
Cash 238,233 59,867
Contributions Receivable
Employer 351,023 6,119
Employee 3,428 6,895
---------- ----------
Net Assets Available for Plan Benefits $3,528,133 $2,323,817
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 4
<PAGE> 5
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
December 31 1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
Additions
Investment income
Net appreciation in fair value of
investments - Note 3 $ 127,343 $ 32,148
Collective fund income 212,193 154,450
Contributions
Employer 659,481 303,311
Employee 587,255 511,719
---------- ----------
Total Additions 1,586,272 1,001,628
Deduction
Distributions of benefits to participants 381,956 213,420
---------- ----------
Net Increase in Net Assets Available for
Plan Benefits 1,204,316 788,208
Net Assets Available for Plan Benefits
Beginning of year 2,323,817 1,535,609
---------- ----------
End of year $3,528,133 $2,323,817
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 5
<PAGE> 6
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
B. Investments
All of the Plan's cash and investments are held by the trustee of the
Plan's assets, National City Bank (National). The various investments are
valued primarily at quoted market prices.
C. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
NOTE 2 - DESCRIPTION OF PLAN
The following description of the American Eagle Outfitters, Inc. Retirement
Plan, as restated effective January 1, 1994, provides only general information.
Participants should refer to the plan agreement for more complete information.
EMPLOYER
The Plan's employer is American Eagle Outfitters, Inc.
GENERAL
The Plan is a defined contribution plan covering all employees of
American Eagle Outfitters, Inc. who have completed one year of service,
attained the age of 20 1/2 and are not eligible under any other tax
qualified retirement plans to which the employer contributes. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Page 6
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 2 - DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS
The Plan provides for a 401(k) contribution. Under this provision
participants may contribute up to 15 percent of their annual compensation to
the Plan as basic contributions. The employer matches the employee's
contributions up to 3 percent. However, only salary reductions attributable
to the first $50,000 of compensation are considered for the match.
The Company can also make discretionary contributions to the Plan in
amounts determined by the Board of Directors. The amount of the contribution
is limited to a percentage of total compensation paid during the year to all
eligible participants.
For 1996, the Company made a discretionary profit sharing contribution
of $350,000 to the plan, as well as $309,481 of 401(k) matching
contributions. The 1995 employer contribution consisted entirely of 401(k)
matching contributions.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, the employer's matching contribution, an allocation of the
employer's discretionary contribution and the earnings associated with the
participant's account. Forfeitures of terminated participants' non-vested
accounts reduce the maximum amount that can be contributed by the Company.
Allocation of the employer's discretionary contribution is based on
participant earnings, as defined. In addition, participant's are required to
direct the investment of their account among the available investment funds.
VESTING
Each participant is 100 percent vested in his or her contributions and
associated earnings at all times. The employer's contributions and
associated earnings become 100% vested after the participant completes five
years of service.
PAYMENT OF BENEFITS
Upon termination of service, a participant receives a lump-sum amount
equal to the value of his or her vested account balance.
Page 7
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS
The following table presents the cost and fair values of investments at
December 31, 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995
---- ----
Fair Fair
Cost Value Cost Value
---- ------ ---- ------
REGISTERED INVESTMENT FUNDS
<S> <C> <C> <C> <C>
National City Corporation Funds
Fixed Income $ 226,009 $ 231,238 $ 180,536 $ 192,154
Balanced 241,260 284,726 178,291 203,640
Government 268,353 268,353 265,216 265,216
Putnam Funds
Investors Growth 722,697 767,714 501,344 524,362
Global 650,962 689,855 516,821 522,187
Managed Income 420,648 450,062 350,432 384,187
American Eagle Outfitters, Inc.
Stock Fund 447,093 243,501 372,836 159,190
---------- ---------- ---------- ----------
$2,977,022 $2,935,449 $2,365,476 $2,250,936
========== ========== ========== ==========
</TABLE>
During 1996 and 1995, the Plan's investments (including investments bought,
sold and held during the year) appreciated (depreciated) in value as shown:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
REGISTERED INVESTMENT FUNDS
National City Corporation Funds
Fixed Income ($ 4,522) $ 12,538
Balanced 22,796 26,441
Putnam Funds
Investors Growth 27,726 55,416
Global 42,333 32,331
Managed Income 5,113 45,062
American Eagle Outiftters, Inc.
Stock Fund 33,897 (139,640)
--------- ---------
$ 127,343 $ 32,148
========= =========
</TABLE>
Page 8
<PAGE> 9
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
The participants are eligible to direct the investment of their account
balance among seven investment funds. One of the fund options is a fund that
invests in the stock of the plan sponsor, American Eagle Outfitters, Inc.
Presented below is a summary of net assets available for plan benefits and the
related changes in net assets available for plan benefits on an individual fund
basis as of and for the years ended December 31, 1996 and 1995.
DECEMBER 31, 1996
- -----------------
<TABLE>
<CAPTION>
NCC Putnam
Fixed NCC NCC Investors Putnam
Income Balanced Government Growth Global
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------
<S> <C> <C> <C> <C> <C>
Investments - at fair value $ 231,238 $ 284,726 $ 268,353 $ 767,714 $ 689,855
Cash 1,606 (1,725) 3,461 97,732 51,663
Contributions receivable and other -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total $ 232,844 $ 283,001 $ 271,814 $ 865,446 $ 741,518
=========== =========== =========== =========== ===========
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Investment income $ 7,852 $ 30,601 $ 12,275 $ 126,167 $ 82,570
Employer contributions 21,075 31,851 21,066 70,199 63,327
Employee contributions 35,811 41,768 29,249 150,592 116,745
Transfers between directed accounts 2,641 2,105 (20,934) 30,783 40,871
Distributions of benefits to
participants (28,023) (27,637) (36,104) (37,932) (117,018)
----------- ----------- ----------- ----------- -----------
Net Increase $ 39,356 $ 78,688 $ 5,552 $ 339,809 $ 186,495
=========== =========== =========== =========== ===========
<CAPTION>
American
Putnam Eagle
Managed Outfitters Cash
Income Stock Transfer
Fund Fund Account Total
---- ---- ------- -----
NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------
<S> <C> <C> <C> <C>
Investments - at fair value $ 450,062 $ 243,501 $ -- $ 2,935,449
Cash 28,140 (3,273) 60,629 238.233
Contributions receivable and other -- -- 354,451 354,451
----------- ----------- ----------- -----------
Total $ 478,202 $ 240,228 $ 415,080 $ 3,528,133
=========== =========== =========== ===========
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Investment income $ 47,851 $ 32,220 $ -- $ 339,536
Employer contributions 40,118 52,459 359,386 659,481
Employee contributions 78,387 111,582 23,121 587,255
Transfers between directed accounts 7,780 (72,194) 8,948 --
Distributions of benefits to
participants (81,584) (45,879) (7,779) (381,956)
----------- ----------- ----------- -----------
Net Increase $ 92,552 $ 78,188 $ 383,676 $ 1,204,316
=========== =========== =========== ===========
</TABLE>
Page 9
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
DECEMBER 31, 1995
- -----------------
<TABLE>
<CAPTION>
NCC Putnam
Fixed NCC NCC Investors Putnam
Income Balanced Government Growth Global
Fund Fund Fund Fund Fund
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Investments - at fair value $ 192,154 $ 203,640 $ 265,216 $ 524,362 $ 522,187
Cash 456 (314) 25 (1,340) 30,182
Contributions receivable and other 878 987 1,021 2,615 2,654
----------- ----------- ----------- ----------- -----------
TOTAL $ 193,488 $ 204,313 $ 266,262 $ 525,637 $ 555,023
=========== =========== =========== =========== ===========
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Investment income $ 21,953 $ 32,562 $ 17,170 $ 119,049 $ 69,526
Employer contributions 23,054 17,927 27,523 54,981 65,823
Employee contributions 36,975 33,934 40,040 102,529 113,045
Transfers between directed accounts 3,472 15,195 (19,319) 13,209 (13,562)
Distributions of benefits to
participants (12,869) (35,060) (52,649) (46,418) (33,218)
----------- ----------- ----------- ----------- -----------
NET INCREASE $ 72,585 $ 64,558 $ 12,765 $ 243,350 $ 201,614
=========== =========== =========== =========== ===========
<CAPTION>
American
Putnam Eagle
Managed Outfitters Cash
Income Stock Transfer
Fund Fund Account Total
----- ---- ------- -----
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Investments - at fair value $ 384,187 $ 159,190 $ -- $ 2,250,936
Cash (288) (258) 31,404 59,867
Contributions receivable and other 1,751 3,108 -- 13,014
----------- ----------- ----------- -----------
TOTAL $ 385,650 $ 162,040 $ 31,404 $ 2,323,817
=========== =========== =========== ===========
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Investment income $ 65,205 ($ 139,747) $ 880 $ 186,598
Employer contributions 42,907 70,604 492 303,311
Employee contributions 74,015 108,489 2,692 511,719
Transfers between directed accounts 12,569 (11,564) -- --
Distributions of benefits to
participants (35,832) (20,827) 23,453 (213,420)
----------- ----------- ----------- -----------
NET INCREASE $ 158,864 $ 6,955 $ 27,517 $ 788,208
=========== =========== =========== ===========
</TABLE>
Page 10
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 4 - PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue their contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination or partial termination, participants will become 100% vested in
their accounts.
NOTE 5 - INTERNAL REVENUE SERVICE STATUS
The Plan has received a determination letter from the Internal Revenue
Service stating that the Plan, as amended in 1994, meets the requirements of
Section 401(a) of the Internal Revenue Code and is exempt from Federal income
tax under Section 501(a) of the code.
Page 11
<PAGE> 12
Independent Auditors' Report on Supplemental Information
To the Plan Administrator of the
American Eagle Outfitters, Inc. Retirement Plan
Warrendale, Pennsylvania
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and transactions in excess of 5 percent of
the current value of Plan assets are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 9, 1997
Page 12
<PAGE> 13
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
- -------------------------------------------------------------------------------
As of December 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of
Investment Fair
Identity of Issue (# of Shs/Units) Cost Value
- ----------------- ---------------- ---- -----
REGISTERED INVESTMENT FUNDS
<S> <C> <C> <C>
National City Corporation Funds
Fixed Income 22,022 $ 226,009 $ 231,238
Balanced 1,989 241,260 284,726
Government 268,353 268,353 268,353
Putnam Funds
Investors Growth 83,357 722,697 767,714
Global 63,757 650,962 689,855
Managed Income 43,526 420,648 450,062
American Eagle Outfitters, Inc.
Stock Fund 24,133 447,093 243,501
---------- ----------
$2,977,022 $2,935,449
========== ==========
</TABLE>
Page 13
<PAGE> 14
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Transactions in Excess of 5% of the Current Value of Plan Assets
- -------------------------------------------------------------------------------
For the Year Ended December 31, 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Sales
Transactions Price Cost
------------ ------ -----
<S> <C> <C> <C>
SALES
Putnam Funds
Global 42 $ 149,139 $140,334
American Eagle Outfitters, Inc. - Stock Fund 45 $ 158,732 $134,889
PURCHASES
Putnam Funds
Investors Growth 67 N/A $272,145
Global 63 N/A $274,474
Managed Income 58 N/A $174,863
American Eagle Outfitters, Inc. - Stock Fund 48 N/A $209,146
</TABLE>
Note: 5% of the current value of the plan assets at the beginning of
the plan year = $ 116,190
Page 14
<PAGE> 15
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefits plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
American Eagle Outfitters, Inc.
Retirement Plan
Date June 30, 1997 /s/Dale E. Clifton
Vice President and Controller
Page 15
<PAGE> 16
Exhibit to the Annual Report (Form 11-K) of the American Eagle Outfitters, Inc.
Retirement Plan for the years ended December 31, 1996 and 1995.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-84796) pertaining to the American Eagle Outfitters, Inc. Stock Fund
of the American Eagle Outfitters, Inc. Retirement Plan of our report dated June
9, 1997 with respect to the financial statements of the American Eagle
Outfitters, Inc. Retirement Plan included in this Annual Report (Form 11-K) for
the years ended December 31, 1996 and 1995.
/s/Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 30, 1997
Page 16
