<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, 1997
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, 1997 and 1996
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Financial Statements
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 Outfitters, 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, 1997 and 1996, 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, 1997 and
1996, 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 19, 1998
Page 3
<PAGE> 4
<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Net Assets Available for Plan Benefits
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
December 31 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investments - Note 3 $5,566,654 $2,935,449
Cash 36,156 238,233
Receivables
Contributions
Employer 850,551 351,023
Employee 3,659 3,428
Other 166,469 --
---------- ---------
Net Assets Available for Plan Benefits $6,623,489 $3,528,133
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
Page 4
<PAGE> 5
<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
For the Years Ended December 31 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Additions
Investment income
Net appreciation in fair value of
investments - Note 3 $1,178,220 $ 127,343
Interest and Dividends 421,081 212,193
Contributions
Employer 1,233,757 659,481
Employee 750,323 587,255
---------- ----------
Total Additions 3,583,381 1,586,272
Deduction
Distributions of benefits to participants 488,025 381,956
---------- ----------
Net Increase in Net Assets Available for
Plan Benefits 3,095,356 1,204,316
Net Assets Available for Plan Benefits
Beginning of year 3,528,133 2,323,817
---------- ----------
End of year $6,623,489 $3,528,133
========== ==========
</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
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual
basis of accounting.
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.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions. These estimates and assumptions affect certain
reported amounts and disclosures. Accordingly, 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. and its
subsidiaries (the "Company").
GENERAL
The Plan is a defined contribution plan covering all employees of
American Eagle Outfitters, Inc. and its subsidiaries 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
<PAGE> 7
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.
The Company made discretionary profit sharing contributions of $850,000
and $350,000 to the plan for 1997 and 1996. In addition, the Company made
401(k) matching contributions of $383,757 and $309,481 for 1997 and 1996.
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 participant's 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, participants 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
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or
monthly, quarterly, semiannual or annual cash installments.
Upon termination of service due to other reasons, a participant may
receive a lump-sum amount equal to the value of his or her vested account
balance.
Page 7
<PAGE> 8
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, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
---- ----
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income $ 290,473 $ 298,967 $ 226,009 $ 231,238
Balanced 336,623 422,508 241,260 284,726
Government 419,252 419,252 268,353 268,353
Putnam Funds
Investors Growth 1,411,210 1,635,084 722,697 767,714
Global 927,201 845,513 650,962 689,855
Managed Income 716,382 747,860 420,648 450,062
American Eagle Outfitters, Inc.
Stock Fund 515,280 1,197,470 447,093 243,501
---------- ---------- ---------- ----------
$4,616,421 $5,566,654 $2,977,022 $2,935,449
========== ========== ========== ==========
</TABLE>
During 1997 and 1996, 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,
-------------------------------
1997 1996
---- ----
<S> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income $ 2,742 ($ 4,522)
Balanced 52,792 22,796
Putnam Funds
Investors Growth 201,900 27,726
Global (81,099) 42,333
Managed Income 14,597 5,113
American Eagle Outfitters, Inc.
Stock Fund 987,288 33,897
---------- ---------
$1,178,220 $ 127,343
========== =========
</TABLE>
Page 8
<PAGE> 9
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTES 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 the 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, 1997
and 1996.
<TABLE>
<CAPTION>
DECEMBER 31, 1997
NCC
FIXED PUTNAM
INCOME NCC NCC INVESTORS PUTNAM
FUND BALANCED GOVERNMENT GROWTH GLOBAL
---- FUND FUND FUND FUND
<S> <C> ---- ---- ---- ----
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Investments - at fair value $ 298,967 $ 422,508 $ 419,252 $ 1,635,084 $ 845,513
Cash -- -- -- -- --
Contributions receivable
and other -- -- -- -- 166,469
--------- --------- --------- ----------- -----------
Total $ 298,967 $ 422,508 $ 419,252 $ 1,635,084 $ 1,011,982
========= ========= ========= =========== ===========
CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Investment income $ 17,898 $ 63,818 $ 18,545 $ 343,699 $ 79,599
Employer contributions 44,580 41,071 113,409 183,596 144,257
Employee contributions 46,756 51,067 28,782 229,173 166,556
Transfers between directed
accounts (6,141) 25,538 3,144 121,009 (60,179)
Distribution of benefits to
participants (36,969) (41,987) (16,442) (107,839) (59,769)
--------- --------- --------- ----------- -----------
Net Increase $ 66,124 $ 139,507 $ 147,438 $ 769,638 $ 270,464
========= ========= ========= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
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 $ 747,860 $ 1,197,470 $ -- $ 5,566,654
Cash -- -- 36,156 36,156
Contributions receivable
and other -- -- 854,210 1,020,679
--------- ----------- --------- -----------
Total $ 747,860 $ 1,197,470 $ 890,366 $ 6,623,489
========= =========== ========= ===========
CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Investment income $ 90,762 $ 984,980 $ -- $ 1,599,301
Employer contributions 92,997 114,430 499,417 1,233,757
Employee contributions 122,216 105,263 510 750,323
Transfers between directed
accounts 30,785 (103,203) (10,953) --
Distribution of benefits to
participants (67,103) (144,228) (13,688) (488,025)
--------- ----------- --------- -----------
Net Increase $ 269,657 $ 957,242 $ 475,286 $ 3,095,356
========= =========== ========= ===========
</TABLE>
Page 9
<PAGE> 10
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTES 3 - INVESTMENTS (CONTINUED)
DECEMBER 31, 1996
<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 $ 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
Distribution 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
========= ========= ========= ========= =========
</TABLE>
DECEMBER 31, 1996
<TABLE>
<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 $ 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 --
Distribution 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 10
<PAGE> 11
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 Rule 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 19, 1998
Page 12
<PAGE> 13
<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
As of December 31, 1997
- ---------------------------------------------------------------------------------------------------------------------
Description of
Investment Fair
Identity of Issue (# of Shs/Units) Cost Value
- ----------------- ---------------- ---- -----
<S> <C> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income 28,202 $ 290,473 $ 298,967
Balanced 2,535 336,623 422,508
Government 419,252 419,252 419,252
Putnam Funds
Investors Growth 145,462 1,411,210 1,635,084
Global 84,886 927,201 845,513
Managed Income 68,670 716,382 747,860
American Eagle Outfitters, Inc.
Stock Fund 29,598 515,280 1,197,470
--------- ---------
$4,616,421 $5,566,654
========== ==========
</TABLE>
Page 13
<PAGE> 14
<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Transactions in Excess of 5% of the Current Value of Plan Assets
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 1997
- --------------------------------------------------------------------------------------------------------------
Number of Sales
Transactions Price Cost
------------ ----- ----
<S> <C> <C> <C>
SALES
Putnam Funds
Global 61 $266,161 $243,781
American Eagle Outfitters, Inc. - Stock Fund 38 $307,728 $206,222
PURCHASES
National City Corporate Funds
Government 56 N/A $184,482
Putnam Funds
Investors Growth 88 N/A $796,614
Global 80 N/A $519,974
Managed Income 80 N/A $417,964
American Eagle Outfitters, Inc. - Stock Fund 62 N/A $274,340
</TABLE>
Note: 5% of the current value of the plan assets at the beginning of the
plan year = $176,407
Page 14
<PAGE> 15
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934,
and 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 29, 1998 /s/Dale E. Clifton
Vice President and Controller
Page 15
<PAGE> 1
Exhibit to the Annual Report (Form 11-K) of the American Eagle Outfitters, Inc.
Retirement Plan for the years ended December 31, 1997 and 1996.
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 19, 1998 with respect to the financial statements of the American Eagle
Outfitters, Inc. Retirement Plan included in the Annual Report (Form 11-K) for
the years ended December 31 ,1997 and 1996.
/s/Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 29, 1998
Page 16
