<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
AMERICAN EAGLE OUTFITTERS, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
02553D 10 8
(CUSIP Number)
Paul Guez
S.H.D. Investments, LLC
5804 E. Slauson
City of Commerce, California 90040
(213) 890-9660
(Name, address and telephone number of person
authorized to receive notices and communications)
December 4, 1998
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
- --------------
* 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
disclosures provided in a prior cover page.
The information required on 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> 2
CUSIP No. 02553D 10 8 SCHEDULE 13D PAGE 2 OF 16 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H.D. INVESTMENTS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,034,375**
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,034,375**
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,034,375**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% BASED ON 23,136,417** SHARES OF COMMON STOCK REPORTED AS OUTSTANDING
AS OF NOVEMBER 20, 1998 IN THE ISSUER'S FORM 10-Q QUARTERLY REPORT FOR THE
PERIOD ENDED OCTOBER 31, 1998.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
**In all places where the number of common shares is referenced, the amounts
reflect a 3-for-2 stock split which took effect on April 24, 1998.
<PAGE> 3
CUSIP No. 02553D 10 8 SCHEDULE 13D PAGE 3 OF 16 PAGES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL GUEZ
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TUNISIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,293,075**
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 258,700**
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,075**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% BASED ON 23,136,417** SHARES OF COMMON STOCK REPORTED AS OUTSTANDING
AS OF NOVEMBER 20, 1998 IN THE ISSUER'S FORM 10-Q QUARTERLY REPORT FOR THE
PERIOD ENDED OCTOBER 31, 1998.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
**In all places where the number of common shares is referenced, the amounts
reflect a 3-for-2 stock split which took effect on April 24, 1998.
<PAGE> 4
CUSIP No. 02553D 10 8 Schedule 13D Page 4 of 16
- --------------------------------------------------------------------------------
AMERICAN EAGLE OUTFITTERS, INC.
Common Stock
SCHEDULE 13D
This Amendment No. 3 (the "Amendment") amends the Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on February
21, 1995 (the "Original Schedule 13D"), as previously amended by Amendment No. 1
to the Original Schedule 13D filed with the Commission on April 10, 1998
("Amendment No. 1") and by Amendment No. 2 to the Original Schedule 13D filed
with the Commission on April 24, 1998 ("Amendment No. 2").
Item 2. Identity and Background
Item 2 as previously filed is amended to add information as
follows:
(a) This Amendment is being filed by S.H.D. and Paul Guez
(collectively, the "Reporting Persons") with respect to the events occurring on
December 4, 1998, when S.H.D. redeemed a portion of the interest in S.H.D. held
by Paul Guez for 250,000 shares of Common Stock and also redeemed a portion of
the interest in S.H.D. held by The Guez Family Trust U/D/T December 6, 1996
("The Guez Family Trust") for 250,000 shares of Common Stock. As a result of
such transactions, Paul Guez now has the sole power to vote and dispose of
258,700 shares of Common Stock, and, by virtue of his position as S.H.D.'s
executive officer, Paul Guez has the sole power to vote the 1,034,375 shares of
Common Stock held by S.H.D. Due to these facts, the Reporting Persons may be
deemed, for purposes of Section 13(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), to have formed a group with respect to
the Common Stock held by S.H.D. and by Paul Guez. Each of the Reporting Persons
expressly disclaims the existence of a group and declares that the filing of
this statement on Schedule 13D shall not be construed as an admission by each of
such persons, for the purposes of Section 13(d) or Section 13(g) of the Exchange
Act, that the Reporting Persons have formed a group, or that they have any
shared dispositive power over any shares of Common Stock of the Issuer.
(b) The address of the principal business and the principal
office of each of the Reporting Persons is 5804 E. Slauson Avenue, City of
Commerce, California 90040. The members of S.H.D. (the "Members") and S.H.D.'s
executive officer are identified on Schedule A attached hereto and incorporated
herein into this Item 2 by this reference.
(c) The principal business of S.H.D. is investment in the Issuer.
The principal occupation of Paul Guez is as an account executive for Azteca
Production International, which is located at 5804 E. Slauson Avenue, City of
Commerce, California 90040.
(d)(e) Neither Paul Guez, nor Hubert Guez (the co-trustee of The
Guez Family Trust), has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Paul Guez is a citizen of Tunisia. S.H.D. is a California
limited liability company.
Item 3. Source and Amount of Funds or Other Consideration.
The 250,000 shares of Common Stock acquired by Paul Guez on
December 4, 1998 were acquired through the partial redemption of his interest
in S.H.D.
<PAGE> 5
CUSIP No. 02553D 10 8 Schedule 13D Page 5 of 16
- -------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
Item 4 as previously filed is amended to add information as
follows:
Paul Guez acquired the Common Stock reported herein for
investment purposes based on Paul Guez's belief that such stock represents an
attractive investment opportunity. Paul Guez may make additional purchases of
Common Stock or may engage in dispositions of all or a portion of the Common
Stock presently owned or hereafter acquired by Paul Guez, either in the open
market or in private transactions, depending on Paul Guez's evaluation of the
Issuer's business, prospects and financial condition, the market for the Common
Stock, other investment opportunities, general economic conditions, money and
stock market conditions and other future developments and factors that Paul Guez
deems material to his investment decision.
Item 5. Interest in Securities of the Issuer.
Item 5 as previously filed is amended to add information as
follows:
(a) The Reporting Persons beneficially own securities of the
Issuer as follows: (i) S.H.D. beneficially owns (for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) an aggregate of 1,034,375
shares of Common Stock or approximately 4.5% of the outstanding Common Stock
(based on the number of shares outstanding as of November 20, 1998, as set forth
in the Issuer's Form 10-Q for the quarterly period ended October 31, 1998); (ii)
Paul Guez beneficially owns (for purposes of Rule 13d-3 under the Exchange Act)
1,293,075 shares of Common Stock (including the 1,034,375 shares held of record
by S.H.D., which Mr. Guez has the sole power to vote by virtue of his position
as the executive officer of S.H.D.) or approximately 5.6% of the outstanding
Common Stock (based on the number of shares outstanding as of November 20, 1998,
as set forth in the Issuer's 10-Q for the quarterly period ended October 31,
1998). Except for Paul Guez, each of the Members hereby disclaims beneficial
ownership of the shares of Common Stock held by S.H.D. and of the shares of
Common Stock held by Paul Guez individually. S.H.D. hereby disclaims beneficial
ownership of the shares of Common Stock held by Paul Guez individually. No
formal or informal agreement exists between the Reporting Persons and The Guez
Family Trust to either sell or refrain from selling the 250,000 shares of Common
Stock received by The Guez Family Trust in exchange for the partial redemption
of its interest in S.H.D. and therefore the shares of Common Stock held by such
trust are not covered by this schedule.
(b) The Reporting Persons have the following voting power and
dispositive power with respect to their shares listed in Section 5(a):
(i) Sole power to vote or to direct the vote:
Paul Guez 1,293,075 Shares
S.H.D. 0 Shares
(ii) Shared power to vote or to direct the vote:
Paul Guez 0 Shares
S.H.D. 0 Shares
<PAGE> 6
CUSIP No. 02553D 10 8 Schedule 13D Page 6 of 16
- -------------------------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition
of:
Paul Guez 258,700 Shares
S.H.D. 1,034,375 Shares
(iv) Shared power to dispose or to direct the disposition
of:
Paul Guez 0 Shares
S.H.D. 0 Shares
(c) S.H.D. has not acquired any shares of Common Stock during the
past sixty days. Paul Guez acquired 5,000 shares of Common Stock in an open
market transaction on December 10, 1998, at a price per share of $55.695 and
also acquired 250,000 shares of Common Stock on December 4, 1998, when S.H.D.
redeemed a portion of the interest in S.H.D. held by Paul Guez for 250,000
shares of Common Stock. On December 4, 1998, S.H.D. also redeemed a portion of
the interest in S.H.D. held by The Guez Family Trust for 250,000 shares of
Common Stock. The Guez Family Trust received its interest in S.H.D. when Roxanne
Guez transferred her interest in S.H.D. to The Guez Family Trust on May 24,
1998. S.H.D. transferred 12,500 shares of Common Stock as a gift to a charitable
foundation on July 29, 1998.
(d) Except as stated in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from the shares of Common Stock beneficially
owned by the Reporting Persons.
(e) On December 4, 1998, S.H.D. ceased to be the beneficial owner
of more than five percent (5%) of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 as previously filed is amended to add information as
follows:
The 250,000 shares of Common Stock received by Paul Guez and the
250,000 shares of Common Stock received by The Guez Family Trust in connection
with the redemption of a portion of their respective interests in S.H.D. (as
described above) are subject to a registration rights agreement dated
December 4, 1998, between the Issuer, Paul Guez and The Guez Family Trust.
Pursuant to the terms of such registration rights agreement, such shares have
been included as part of the shares registered by the Issuer under that certain
registration statement on Form S-3 filed by the Issuer with the Commission on
December 11, 1998.
Item 7. Material to be Filed as Exhibits.
Item 7 as previously filed is amended to add information as
follows:
99.4 Joint Filing Statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934, as amended.
99.5 Registration Rights Agreement dated December 4, 1998, by
and among the Issuer, Paul Guez and The Guez Family Trust.
<PAGE> 7
CUSIP No. 02553D 10 8 Schedule 13D Page 7 of 16
- -------------------------------------------------------------------------------
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: December 11, 1998 /s/ PAUL GUEZ
------------------------------------
Paul Guez
S.H.D. INVESTMENTS, LLC
By: /s/ PAUL GUEZ
--------------------------------
Name: Paul Guez
Title: President
<PAGE> 1
EXHIBIT 99.4
CUSIP No. 02553D 10 8 Schedule 13D Page 8 of 16
- -------------------------------------------------------------------------------
SCHEDULE A
Members of S.H.D.:
1. (a) Name: Gerard Guez
(b) Residence or business address:
Fashion Resource, Inc.
3251 East Washington Blvd.
Los Angeles, California 90023
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
Chief Executive Officer
Fashion Resource, Inc.
3251 East Washington Blvd.
Los Angeles, California 90023
(d) Citizenship: USA
2. (a) Name: Hubert and Roxanne Guez, Co-Trustees of The Guez
Family Trust U/D/T December 6, 1996
(b) Residence or business address:
Azteca Production International
5804 E. Slauson
City of Commerce, California 90040
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
Hubert Guez is the Chief Executive Officer
and Roxanne Guez a Vice President of
Azteca Production International
5804 E. Slauson
City of Commerce, California 90040
(d) Citizenship: Hubert Guez is a citizen of Tunisia; Roxanne
Guez is a U.S. citizen.
3. (a) Name: Todd Kay
(b) Residence or business address:
Fashion Resource, Inc.
3251 East Washington Blvd.
Los Angeles, California 90023
<PAGE> 2
CUSIP No. 02553D 10 8 Schedule 13D Page 9 of 16
- -------------------------------------------------------------------------------
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
President
Fashion Resource, Inc.
3251 East Washington Blvd.
Los Angeles, California 90023
(d) Citizenship: USA
4. (a) Name: Kamel Nacif
(b) Residence or business address:
231 Edgar Allen Poe
Colonia Bolanco
Mexico D.F.
Mexico 11550
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
Executive Officer
Textiles KN S.A. de C.V.
Calle E Lote 15
Parque Industrial 2000
Puebla, Puebla
Mexico 72220
(d) Citizenship: Mexico
5. (a) Name: Judy Krupp
(b) Residence or business address:
5660 Collins Ave., #20A
Miami Beach, FL 33140
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
Homemaker
5660 Collins Ave., #20A
Miami Beach, FL 33140
(d) Citizenship: USA
<PAGE> 3
CUSIP No. 02553D 10 8 Schedule 13D Page 10 of 16
- -------------------------------------------------------------------------------
6. (a) Name: Paul Guez
(b) Residence or business address:
Azteca Production International
5804 E. Slauson
City of Commerce, California 90040
(c) Principal occupation or employment and name, principal
business and address of where such employment is
conducted:
Account Executive
Azteca Production International
5804 E. Slauson
City of Commerce, California 90040
(d) Citizenship: Tunisia
Paul Guez is also the President and sole executive officer of S.H.D.
<PAGE> 4
CUSIP No. 02553D 10 8 Schedule 13D Page 11 of 16
- -------------------------------------------------------------------------------
EXHIBIT 99.4
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(f)
The undersigned acknowledge and agree that the foregoing Amendment No. 3 to
Schedule 13D (the "Amended Schedule 13D") is filed on behalf of each of the
undersigned. The undersigned acknowledge that each shall be responsible for the
timely filing of any required amendments, and for the completeness and accuracy
of the information concerning him or it contained in the Amended Schedule 13D or
any subsequent amendment filed by or on behalf of him or it, but shall not be
responsible for the completeness and accuracy of the information concerning any
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Dated: December 11, 1998 /s/ PAUL GUEZ
------------------------------------
Paul Guez
S.H.D. INVESTMENTS, LLC
By: /s/ PAUL GUEZ
--------------------------------
Name: Paul Guez
Title: President
<PAGE> 1
CUSIP No. 02553D 10 8 Schedule 13D Page 12 of 16
- -------------------------------------------------------------------------------
EXHIBIT 99.5
AMERICAN EAGLE OUTFITTERS, INC.
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into
as of December 4, 1998, by and among AMERICAN EAGLE OUTFITTERS, INC., an Ohio
corporation (the "Company"), and Hubert Guez, Trustee of the Guez Living Trust
U/D/T December 6, 1996 (the "Trust) and Paul Guez, holders of the Company's
common stock, without par value (collectively the "Shareholders").
RECITALS
WHEREAS, in February of 1995, S.H.D. Investments, LLC, a California
limited liability company ("SHD"), purchased 2,250,000 shares (the "Shares") of
the Company's common stock from Sam Forman, a former president of the Company,
after taking into account the two 3-for-2 stock splits of the Company's common
stock.
WHEREAS, the Shareholders are members of SHD.
WHEREAS, the Shares purchased form Mr. Forman by SHD were restricted
shares.
WHEREAS, in December 1998, SHD redeemed a portion of the interests in
SHD held by the Shareholders and as a result distributed 250,000 Shares to Paul
Guez and 250,000 Shares to the Trust (the "Registrable Securities").
WHEREAS, the Company has agreed to register the Registrable Securities
in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions contained herein, the parties
hereto hereby agree as follows:
AGREEMENT
Section 1. Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Registrable Securities" means the Shares owned by Paul Guez and the
Trust as a result of the distribution by SHD in December 1998.
The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing with the Commission a registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.
<PAGE> 2
CUSIP No. 02553D 10 8 Schedule 13D Page 13 of 16
- -------------------------------------------------------------------------------
"Registration Expenses" shall mean all reasonable expenses, except
Selling Expenses as defined below, incurred by the Company in complying with a
registration under Sections 5 or 6 hereof, including, without limitation, all
registration, qualification and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel and accountants for the Company, blue sky fees
and expenses, and the expense of any special audits incident to or required by
any such registration.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Shareholders and all fees and disbursements of counsel for any Shareholder.
Section 2. Shelf Registration. The Company hereby agrees to effect a
registration under the Securities Act on Form S-3 for a public offering of the
Registrable Securities. At the expense of the Shareholders, the Company will:
(a) Prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for six (6) months, and prepare and
file with the Commission such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep such
registration statement effective for six (6) months;
(b) Furnish to the Shareholders such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and such other
documents as such Shareholders may reasonably request in order to facilitate the
public offering of such securities;
(c) Use its best efforts to register or qualify the securities covered
by such registration statement under such state securities or blue sky laws of
such jurisdictions as such Shareholders may reasonably request within ten (10)
days prior to the original filing of such registration statement, except that
the Company shall not for any purpose be required to execute a general consent
to service of process or to qualify to do business as a foreign corporation in
any jurisdiction where it is not so qualified;
(d) Notify the Shareholders promptly after it shall receive notice
thereof, of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;
(e) Notify the Shareholders promptly of any request by the Commission to
amend or supplement such registration statement or prospectus or for additional
information;
(f) Prepare and file with the Commission promptly upon the request of
any such Shareholders, any amendments or supplements to such registration
statement or prospectus which, in the reasonable opinion of counsel for such
Shareholders, is required under the Securities Act or the rules and regulations
thereunder in connection with the distribution of the Registrable Securities by
such Shareholders;
(g) Prepare and promptly file with the Commission, and promptly notify
such Shareholders of the filing of, such amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
<PAGE> 3
CUSIP No. 02553D 10 8 Schedule 13D Page 14 of 16
- -------------------------------------------------------------------------------
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event has
occurred as the result of which any such prospectus or any other prospectus as
then in effect would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading
in light of the circumstances in which they were made; and
(h) Advise such Shareholders promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
Section 3. Right to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Agreement at any time in its sole discretion whether prior to or after the
effectiveness of such registration. Any such termination or withdrawal will not
relieve the Shareholders of their obligation to pay expenses and provide
indemnification hereunder.
Section 4. Expenses of Registration. All Registration Expenses incurred
in connection with all registrations pursuant to Section 2 shall be borne by the
Shareholders and shall be paid by the Shareholders to the Company in cash in
advance on demand, subject to verification of actual expenses by the Company for
advance payments. All Selling Expenses relating to securities registered on
behalf of the Shareholders shall be borne by the Shareholders.
Section 5. Information by Shareholders. The Shareholders shall furnish
the Company such information regarding such Shareholders, the Registrable
Securities held by them and the distribution proposed by such Shareholders as
the Company may request in writing and as shall be required in connection with
any registration referred to in this Agreement.
Section 6. Indemnification.
(a) The Shareholders will jointly and severally indemnify the Company,
each of its directors and officers, and each person who controls the Company
against all claims, losses, damages and liabilities (or actions in respect
thereof), arising out of or based on any action or omission by the Company
pursuant to or as a result of this Agreement, including without limitation, any
mistake or negligent act on the part of the Company or its agents, and will
reimburse the Company, such directors, officers, persons, or control persons for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action.
(b) If the Company becomes entitled to indemnification under this
Section 6, it shall give notice to the Shareholders promptly after it has actual
knowledge of any claim as to which indemnity may be sought, and shall permit the
Shareholders to assume the defense of any such claim or any litigation resulting
therefrom, provided that counsel for the Shareholders, who shall conduct the
defense of such claim or litigation, shall be approved by the Company (whose
approval shall not unreasonably be withheld), and the Company may participate in
such defense at its own expense, and provided further that the failure of the
Company to give notice as provided herein shall not relieve the Shareholders of
their obligations under this Agreement unless the failure to give such notice is
materially prejudicial to the Shareholder's ability to defend such action and
provided further, that the Shareholders shall not assume the defense for matters
as to which there is a conflict of interest or separate and different defenses.
The Shareholders, in the defense of any such claim or litigation, shall not,
except with the consent of the Company,
<PAGE> 4
CUSIP No. 02553D 10 8 Schedule 13D Page 15 of 16
- -------------------------------------------------------------------------------
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to the Company of a release from all liability in respect to such claim or
litigation.
Section 7. Non-assignability of Agreement. The rights granted by this
Agreement to the Shareholders may not be transferred except by will or the laws
of descent or distribution.
Section 8. Execution in Counterparts. For the convenience of the
parties, this Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 9. Notices. All notices that are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and delivered by hand or national
overnight courier service, transmitted by telecopy or mailed by registered or
certified mail, postage prepaid, and shall be deemed given upon receipt, as
follows:
If to the Company to:
American Eagle Outfitters
150 Thorn Hill Drive
Warrendale, PA 15086-7528
(412) 776-4857:
Attention: Jay L. Schottenstein, Chairman of the Board
With a copy to:
Neil Bulman, Jr.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
If to the Shareholders to:
The address appearing on the books and records of
the Company or its transfer agent as the address of
the Shareholders
Stephen D. Cooke, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive
Costa Mesa, California 92626-1924
or such other address or addresses as any party hereto shall have designated by
notice in writing to the other parties hereto.
<PAGE> 5
CUSIP No. 02553D 10 8 Schedule 13D Page 16 of 16
- -------------------------------------------------------------------------------
Section 10. Applicable Law. This Agreement shall be governed by and
construed in accordance with he laws of the State of Ohio, without regard to its
conflict of laws principles.
Section 11. Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreements and understandings, oral and written,
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the day and year first above written.
AMERICAN EAGLE OUTFITTERS, INC. SHAREHOLDERS
By: /s/ JAY L. SCHOTTENSTEIN /s/ PAUL GUEZ
-------------------------------- --------------------------------
Paul Guez
Its: Chairman The Guez Family Trust
------------------------------- U/D/T December 6, 1996
By: /s/ HUBERT GUEZ
----------------------------
Hubert Guez, Co-Trustee
