<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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)
April 16, 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(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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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
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).
CUSIP No. 02553D 10 8 13D Page 1 of 5
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SCHEDULE 13D
CUSIP No. 02553D 10 8 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
S.H.D. INVESTMENTS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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7 SOLE VOTING POWER
1,031,250**
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,031,250**
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,250**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%, BASED ON 14,893,725** SHARES OF COMMON STOCK REPORTED AS
OUTSTANDING AS OF NOVEMBER 1, 1997 IN THE ISSUER'S FORM 10-Q QUARTERLY
REPORT FOR THE PERIOD ENDED NOVEMBER 1, 1997.
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14 TYPE OF PERSON REPORTING
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**In all places where the number of common shares is referenced, the
amounts have been adjusted to reflect a 3-for-2 stock
split which took effect on January 5, 1998.
<PAGE> 3
AMERICAN EAGLE OUTFITTERS, INC.
Common Stock
SCHEDULE 13D
This Amendment No. 2 (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").
Item 5. Interest in Securities of the Issuer.
Item 5 as previously filed is amended to add information as follows:
(a) S.H.D. beneficially owns (for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) an aggregate of 1,031,250 shares of
the Common Stock or approximately 6.9% of the outstanding Common Stock (based on
the number of shares outstanding as of November 1, 1997, as set forth in the
Issuer's Form 10-Q for the quarterly period ended November 1, 1997, adjusted to
reflect a 3-for-2 stock split which took effect on January 5, 1998).
(c) S.H.D. has not acquired any shares of Common Stock during the past
sixty days. Since April 9, 1998, S.H.D. has sold a total of 196,250 shares of
Common Stock in open market transactions, as set forth on Schedule A .hereto
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:
As of April 16, 1998, S.H.D. has repaid all outstanding amounts owed
under the Margin Loan.
CUSIP No. 02553D 10 8 13D Page 3 of 5
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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: April 23, 1998
S.H.D. INVESTMENTS, LLC
By: /s/ PAUL GUEZ
-----------------------------------
Name: Paul Guez
Title: President
<PAGE> 5
SCHEDULE A
As follows are the dates, number of shares sold, and the price per share
for each transaction reported herein:
<TABLE>
<CAPTION>
Transaction Number of
Date Shares Sold Sales Price
---- ----------- -----------
<S> <C> <C>
4/9/98 15,000 $52.150
4/13/98 30,000 $51.8166
4/13/98 30,000 $52.0354
4/13/98 35,000 $52.0160
4/14/98 5,000 $54.0250
4/14/98 5,000 $55.1400
4/14/98 5,000 $55.2750
4/14/98 5,000 $55.8375
4/15/98 10,000 $56.9625
4/15/98 5,000 $57.3375
4/16/98 5,000 $58.7750
4/16/98 5,000 $58.2750
4/16/98 10,000 $57.9625
4/17/98 5,000 $61.0250
4/17/98 5,000 $61.4000
4/17/98 5,000 $61.9000
4/17/98 5,000 $61.9000
4/17/98 11,250 $61.9625
</TABLE>
