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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ X ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from 01/01/99 to 03/31/99
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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. Stock Fund of the
American Eagle Outfitters, Inc. Retirement Fund
150 Thorn Hill Drive, Warrendale, PA 15086-7528
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
American Eagle Outfitters, Inc.
150 Thorn Hill Drive
Warrendale, PA 15086-7528
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Financial Statements
- --------------------------------------------------------------------------------
March 31, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Financial Statements
Independent Auditors' Report 3
Statement of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan Benefits 5
Notes to the Financial Statements 6-10
Signature 11
Exhibit
Consent of Independent Auditors 12
</TABLE>
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Independent Auditors' Report
To the Plan Administrator of the
American Eagle Outfitters, Inc. Retirement Plan
Warrendale, Pennsylvania
We have audited the accompanying statement of net assets available for
plan benefits of the American Eagle Outfitters, Inc. Retirement Plan as of
December 31,1998, and the related statements of changes in net assets available
for plan benefits for the three month period ended March 31, 1999 and the year
ended December 31, 1998. 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.
As discussed in Note 5, effective as of March 31, 1999, the net assets
of the Plan were transferred to a new multiple employer plan. Accordingly, there
are no net assets at March 31, 1999.
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, 1998, and
the changes in net assets available for plan benefits for the three month period
ended March 31, 1999 and the year ended December 31, 1998 in conformity with
generally accepted accounting principles.
Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
September 15, 1999
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<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
<CAPTION>
- --------------------------------------------------------------------------------
December 31, 1998
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<S> <C>
Investments - Note 3 $13,180,629
Cash 63
Contributions Receivable
Employer 2,001,189
Employee --
Net Assets Available for Plan Benefits $15,181,881
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<CAPTION>
- ---------------------------------------------------------------------------------------
(Three Months) (Year)
- ---------------------------------------------------------------------------------------
For the Periods Ended March 31, 1999 December 31, 1998
<S> <C> <C>
Additions
Investment income
Net appreciation in fair value of
investments - Note 3 $ 611,203 $5,327,922
Interest and dividends 41,340 186,674
Contributions
Employer 170,531 2,441,659
Employee 435,406 1,010,317
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Total Additions 1,258,480 8,966,572
Deduction
Distributions of benefits to participants 142,992 408,180
Net assets transferred to new multiple
employer plan - Note 5 16,297,369 -0-
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Total Deductions 16,440,361 408,180
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Net Increase (Decrease) in Net Assets
Available for Plan Benefits (15,181,881) 8,558,392
Net Assets Available for Plan Benefits
Beginning of period 15,181,881 6,623,489
------------ -----------
End of period $ -0- $15,181,881
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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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
The Plan's investments are stated at fair value, based on 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, actual results may 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).
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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.
The Company did not make a discretionary profit sharing contribution
for the three month period ended March 31, 1999. The Company made a
discretionary profit sharing contribution of $2,000,000 to the plan for the
year ended December 31, 1998. In addition, the Company made 401(k) matching
contributions of $170,531 for the three month period ended March 31, 1999
and $441,659 for the year ended December 31, 1998.
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 the plan. 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.
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS
The participants are eligible to direct the investment of their account
balance among various investment funds. One of the fund options is a fund
that invests in the stock of the plan sponsor, American Eagle Outfitters,
Inc. The following table presents the cost and fair values of investments
at December 31, 1998.
<TABLE>
<CAPTION>
1998
----
Fair
Cost Value
---- -----
<S> <C> <C>
INVESTMENT FUNDS
Putnam Funds
Global $ (987) $ (987)
Massachusetts Financial Services
Fixed Funds 1,271,612 1,271,612
Total Return 1,618,835 1,533,766
Investors Growth 2,620,060 3,109,219
American New Perspective 1,557,157 1,779,516
PIMCO Total Return 487,634 464,503
American Eagle Outfitters, Inc.
Stock Fund 4,214,022 5,023,000
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$11,768,333 $13,180,629
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</TABLE>
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
During the three month period ended March 31, 1999 and the year ended
December 31, 1998, the Plan's investments (including investments bought,
sold and held during the period) appreciated (depreciated) in value as
shown:
<TABLE>
<CAPTION>
For the Three For the Year
Month Period Ended Ended
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income $ -- $ 12,352
Balanced -- 21,887
Putnam Funds
Investors Growth -- 155,819
Global -- 77,850
Managed Income -- (20,145)
Massachusetts Financial Services
Total Return (21,499) 84,363
Investors Growth 144,522 683,759
American New Perspective 107,414 337,172
PIMCO Total Return (7,914) (6,566)
American Eagle Outfitters, Inc.
Stock Fund 388,680 3,981,431
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$611,203 $5,327,922
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</TABLE>
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AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 4 - 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.
NOTE 5 - PLAN MERGER
As of the close of business on March 31, 1999, the American Eagle
Outfitters, Inc. Retirement Plan was merged into an existing multiple
employer plan. The merger has no effect on the rights of the current plan
participants or the obligations of the Company under the plan. The
participants' accounts will continue to be maintained as they are under the
current plan, including the available investment options. As a result of
this merger, the American Eagle Outfitters, Inc. Retirement Plan is to be
terminated. A summary of the net assets transferred are as follows:
<TABLE>
<S> <C>
Investments, at fair value $16,253,998
Cash 63
Contribution Receivables
Employer 6,987
Employee 36,321
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$16,297,369
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</TABLE>
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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
By:
October 12, 1999 Dale E. Clifton
Vice President and Controller of
American Eagle Outfitters, Inc.,
Administrator
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Exhibit to the Annual Report (Form 11-K) of the American Eagle Outfitters, Inc.
Retirement Plan for the three month period ended March 31,1999 and the year
ended December 31, 1998.
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
September 15, 1999 with respect to the financial statements of the American
Eagle Outfitters, Inc. Retirement Plan included in the Annual Report (Form 11-K)
for the three month period ended March 31, 1999 and the year ended December 31,
1998.
Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
October 12, 1999
