<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
American Eagle Outfitters, Inc.
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
02553D 10 8
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(CUSIP Number)
Check the following if a fee is being paid with this statement ___. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*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 ("Act") 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).
Page 1 of 9
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SCHEDULE 13G
<TABLE>
CUSIP NO. 02553D-10-8 PAGE 2 OF 9 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Retail Ventures, Inc. |
| | 23-1091859 |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ] |
| | ---- |
| | (b) [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Pennsylvania |
| | |
| | |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 5 | SOLE VOTING POWER |
| | | |
| SHARES | | 2,844,611 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 0 Shares |
| |-------|-----------------------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 2,844,611 Shares |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 8 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 0 Shares |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 2,844,611 Shares |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| | SHARES* [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 28.10% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | CO |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILING OUT!
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CUSIP No. 02553D 10 8
SCHEDULE 13G
Item 1.
(a) Name of Issuer: American Eagle Outfitters, Inc.
(b) Address of Issuer's Principal Executive Offices:
150 Thorn Hill Drive, Warrendale, Pennsylvania 15086
Item 2.
(a) Name of Persons Filing:
(i) Retail Ventures, Inc., a Pennsylvania corporation
(ii) Natco Industries, Inc., a Delaware corporation
(iii) Jay L. Schottenstein
(b) Address of Principal Business Office, or, if none, Residence:
(i) 1800 Moler Road, Columbus, Ohio 43207
(ii) 1800 Moler Road, Columbus, Ohio 43207
(iii) 1800 Moler Road, Columbus, Ohio 43207
(c) Citizenship:
(i) Retail Ventures, Inc. is incorporated under the laws of the
State of Pennsylvania.
(ii) Natco Industries, Inc. is incorporated under the laws of the
State of Delaware.
(iii) Mr. Schottenstein is a United States Citizen.
Page 5 of 9 Pages
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CUSIP No. 02553D 10 8
(d) Title of Class of Securities: Common Stock, without par value.
(e) CUSIP Number: 02553D 10 8
Item 3.
Not applicable.
Item 4.
Retail Ventures, Inc.
(a) Amount Beneficially Owned: 2,844,611 shares
(b) Percent of Class: 28.10%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,844,611
shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,844,611 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
Natco Industries, Inc.
(a) Amount Beneficially Owned: 3,107,189 shares
(b) Percent of Class: 30.70%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,107,189
shares
(ii) Shared power to vote or to direct the vote: 0
Page 6 of 9 Pages
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CUSIP No. 02553D 10 8
(iii) Sole power to dispose or to direct the disposition
of: 3,107,189 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
Jay L. Schottenstein
(a) Amount Beneficially Owned: 2,934,626 shares
(b) Percent of Class: 28.99%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,934,626
shares
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,934,626 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Page 7 of 9 Pages
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CUSIP No. 02553D 10 8
Item 8. Identification and Classification of Members of the Group.
For purposes of this report, Retail Ventures, Inc. (RVI) and
Natco Industries, Inc. (Natco) shall constitute a group.
RVI, a Pennsylvania corporation, is the record and beneficial
owner of 2,844,611 shares of common stock of the Issuer. Jay
L. Schottenstein is the Chairman and Chief Executive Officer
of RVI. Mr. Schottenstein is the beneficial owner of 59.7% of
the outstanding voting securities of RVI and exercises sole
and/or shares voting and investment power over these shares
held in trust for family members as to which Mr. Schottenstein
is Trustee. Accordingly, Mr. Schottenstein may be deemed to be
the beneficial owner of the shares of common stock of the
Issuer held by RVI.
Natco, a Delaware corporation, is the record and beneficial
owner of 3,107,189 shares of common stock of the Issuer. Jay
L. Schottenstein is the Chairman and Chief Executive Officer
of Natco. Geraldine Schottenstein, mother of Jay L.
Schottenstein, is no longer included as a member of the group,
even though she is trustee of trusts that own a majority of
the outstanding stock of Natco, since she does not have the
power to direct the voting of all of such shares.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Page 8 of 9 Pages
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CUSIP No. 02553D 10 8
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
RETAIL VENTURES, INC., a
Pennsylvania corporation
Dated: February 4, 1998 By: /s/ Jay L. Schottenstein
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Jay L. Schottenstein
Chairman and Chief Executive Officer
NATCO INDUSTRIES, INC., a
Delaware corporation
Dated: February 4, 1998 By: /s/ Jay L. Schottenstein
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Jay L. Schottenstein
Chairman and Chief Executive Officer
Dated: February 4, 1998 By: /s/ Jay L. Schottenstein
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Jay L. Schottenstein, individually
Page 9 of 9 Pages
