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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Eagle Outfitters, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
02553E 10 6
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(CUSIP Number)
Neil Bulman, Jr., Esq.
Porter Wright Morris & Arthur
41 South High Street, Columbus OH 43215 614/227-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 1999
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(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 3d-(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).
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SCHEDULE 13D
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CUSIP No. 02553E 10 6 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geraldine Schottenstein Hoffman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,342,859
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 138,439
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,920,574
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 138,439
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,509,872
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 8
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CUSIP No. 02553E 10 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Securities: Common Stock, without par value
(b) Name of Issuer: American Eagle Outfitters, Inc.,
f/k/a Natco Industries, Inc.
(c) Address of Issuer's Principal Executive Offices:
150 Thorn Hill Drive, Warrendale, Pennsylvania 15086-7528
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Persons Filing:
(1) Jay L. Schottenstein
(2) Retail Ventures, Inc.
(3) Geraldine Schottenstein Hoffman
(4) Ann Schottenstein Deshe
(5) Susan Schottenstein Diamond
(b) Address of Principal Business Office, or, if none, Residence:
(1) 1800 Moler Road, Columbus, Ohio 43207
(2) 1800 Moler Road, Columbus, Ohio 43207
(3) 1800 Moler Road, Columbus, Ohio 43207
(4) 1800 Moler Road, Columbus, Ohio 43207
(5) 1800 Moler Road, Columbus, Ohio 43207
(c) Present Occupation:
(1) Chairman of the Board and Chief Executive Officer
(2) N/A
(3) N/A
(4) N/A
(5) N/A
(d) Criminal convictions: Not applicable
(e) Civil proceedings: Not applicable
(f) Citizenship: All of the reporting persons are United States Citizens
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective April 7, 1999, American Eagle Outfitters, Inc., f/k/a Natco
Industries, Inc. ("New American Eagle") became a reporting company under the
Securities and Exchange Act of
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CUSIP No. 02553E 10 6
1934, as the successor to AE Stores Company, f/k/a American Eagle Outfitters,
Inc. ("Old American Eagle") in order to implement a holding company
organizational structure. This was accomplished through a reorganization in
which a merger subsidiary of New American Eagle merged into Old American Eagle.
In the reorganization, all of the shares of Old American Eagle, other than
shares owned by New American Eagle, were converted into the same number of
shares of New American Eagle. The 6,991,174 shares of Old American Eagle held by
New American Eagle were cancelled in the reorganization. The stockholders of New
American Eagle continued to own the 6,991,169 shares in New American Eagle which
they owned immediately prior to the reorganization. As a result, the
reorganization effected no change in the number of shares outstanding, or in the
management, business or operations of Old American Eagle, other than the
establishment of a holding company structure, with New American Eagle becoming
the holding company and Old American Eagle becoming its wholly-owned operating
subsidiary.
ITEM 4. PURPOSE OF TRANSACTION
(a) The reorganization described in Item 3 did not change the aggregate
ownership of the reporting persons as a group in the Issuer and they
continue to control the Issuer. The reporting persons have in the past
and intend in the future to sell shares of the Issuer, in the open
market or otherwise, or acquire additional shares, in each case
depending on market conditions and their own investment objectives.
Except as previously noted, and subject to their rights as stockholders to
recommend and vote in favor or against any change or transaction in the future,
at this time the reporting persons have no plans or proposals which relate to or
would result in the Issuer or its material subsidiaries engaging in:
(b) Any extraordinary corporate transaction;
(c) Sale or transfer of material assets outside the ordinary course of
business;
(d) Any change in the board of directors;
(e) Any material change in capitalization or dividend policy;
(f) Any other material change in business or corporate structure;
(g) Changes in charter or bylaws;
(h) Causing securities to be delisted;
(i) Termination of registration under the 1934 Act; or
(j) Any other similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(1) Jay L. Schottenstein
(a) Amount Beneficially Owned: 6,555,314 shares; Percent of Class:
27.7% Includes 3,475,375 shares held by Retail Ventures, Inc.,
69.9% of whose common stock is owned by trusts of which Mr.
Schottenstein is a Trustee or Trust Advisor, Mr. Schottenstein
is also the Chairman and Chief Executive Officer of Retail
Ventures, Inc.; 33 shares held for the benefit of Mr.
Schottenstein's minor child;
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CUSIP No. 02553E 10 6
255,750 shares subject to options exercisable within 60 days;
and 2,824,156 shares held in trusts for the benefit of family
members as to which Mr. Schottenstein is either Trustee or
Trust Advisor.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 6,416,875
shares
(ii) Shared power to vote or to direct the vote: 138,439
shares
(iii) Sole power to dispose or to direct the disposition
of: 3,731,158 shares
(iv) Shared power to dispose or to direct the disposition
of: 138,439 shares
(c) Transactions effected during the past 60 days: Retail
Ventures, Inc. sold an aggregate of 1,300,000 shares in the
month of March, 1999 in open market transactions as set forth
below:
DATE SHARES SOLD SALE PRICE
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3/5/99 197,750 $73.8564
3/8/99 40,000 $74.40625
3/9/99 54,500 $74.8607
3/10/99 53,200 $73.5435
3/11/99 20,000 $71.8003
3/12/99 46,400 $71.0255
3/15/99 25,000 $68.9445
3/16/99 175,000 $70.9100
3/17/99 175,000 $71.0344
3/18/99 60,600 $70.9602
3/19/99 155,500 $70.4510
3/22/99 40,000 $68.4628
3/25/99 92,000 $70.0246
3/26/99 4,500 $70.0958
3/29/99 80,000 $70.8679
3/30/99 80,550 $73.1476
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(2) Retail Ventures, Inc.
(a) Amount Beneficially Owned: 3,475,375 shares; Percent of
Class: 14.7%
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 3,475,375
shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition
of: 3,475,375 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
(c) Transactions effected during the past 60 days: See (1)(c)
above.
(d) Another's right to receive dividends: Not applicable
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CUSIP No. 02553E 10 6
(e) Date ceased to be a 5% owner: Not applicable
(3) Geraldine Schottenstein Hoffman
(a) Amount Beneficially Owned: 5,509,872 shares; Percent of
Class: 23.3%
The shares are held in trusts for the benefit of family
members as to which Ms. Hoffman is trustee.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,342,859
shares
(ii) Shared power to vote or to direct the vote: 138,439
shares
(iii) Sole power to dispose or to direct the disposition
of: 3,920,574 shares
(iv) Shared power to dispose or to direct the disposition
of: 138,439 shares
(c) Transactions effected by Ms. Hoffman: Not applicable
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(4) Ann Schottenstein Deshe
(a) Amount Beneficially Owned: 2,687,965 shares; Percent of Class:
11.4% Includes 2,685,715 shares held in trusts for the benefit
of family members as to which Ms. Deshe is either Trustee or
Trust Advisor; 2,250 shares subject to exercisable options
held by Ms. Deshe's husband.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,342,857
shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition
of: 838,940 shares
(iv) Shared power to dispose or to direct the disposition
of: 503,918 shares
(c) Transactions effected by Ms. Deshe: Not applicable
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(5) Susan Schottenstein Diamond
(a) Amount Beneficially Owned: 1,342,858 shares; Percent of Class:
5.6% Includes 1,342,858 shares held in trusts for the benefit
of family members as to which Ms. Diamond is either Trustee or
Trust Advisor; 2,250 shares subject to exercisable options
held by Ms. Diamond's husband.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 838,940
shares
(ii) Shared power to vote or to direct the vote: 503,918
shares
(iii) Sole power to dispose or to direct the disposition
of: 0 shares
(iv) Shared power to dispose or to direct the disposition
of: 503,918 shares
(c) Transactions effected by Ms. Diamond: Not applicable
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CUSIP No. 02553E 10 6
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Schottenstein, Ms. Deshe, Ms. Diamond, and Ms. Hoffman have entered
into an agreement by which each will advise the others a reasonable time prior
to making sales of shares of the issuer's stock, and cooperate in effectuating
sales of such shares, through a brokerage firm reasonably acceptable to each of
them. If there are limits on the number of shares that may be sold at such time,
the parties agree that sales shall be made pro rata in accordance with their
ownership of the issuer shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as Exhibit A is a "Statement of Understanding", dated as of
April 7, 1999, entered into by Mr. Schottenstein, Ms. Deshe, Ms. Diamond, and
Ms. Hoffman.
SIGNATURES
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 15, 1999 /s/ Jay L. Schottenstein
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Jay L. Schottenstein
Dated: April 15, 1999 RETAIL VENTURES, INC.
By: /s/ Jay L. Schottenstein
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Jay L. Schottenstein, Chairman
Dated: April 15, 1999 /s/ Geraldine Schottenstein Hoffman
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Geraldine Schottenstein Hoffman
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CUSIP No. 02553E 10 6
Dated: April 15, 1999 /s/ Ann Schottenstein Deshe
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Ann Schottenstein Deshe
Dated: April 15, 1999 /s/ Susan Schottenstein Diamond
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Susan Schottenstein Diamond
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EXHIBIT A
Ann Schottenstein Deshe
Susan Schottenstein Diamond
Geraldine Schottenstein Hoffman, as Trustee
April 7, 1999
Jay L. Schottenstein
Natco Industries, Inc.
1800 Moler Road
Columbus, OH 43207
Statement of Understanding
American Eagle Shares
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Dear Jay:
This Statement of Understanding sets forth our understanding of certain
aspects of the ownership by certain family trusts of shares of American Eagle
Outfitters, Inc. ("American Eagle"), owned by Natco Industries, Inc. ("Natco")
prior to the merger between American Eagle and a subsidiary of Natco. Each of us
will advise the others a reasonable time prior to making sales of shares of
American Eagle stock, and cooperate in effectuating sales of such shares,
through a brokerage firm reasonably acceptable to each of us. If there are
limits on the number of shares that we can sell at such time, we agree that
sales shall be made pro rata in accordance with our ownership at such time of
our American Eagle shares formerly held by Natco.
We appreciate your confirmation of the foregoing.
Sincerely,
/s/ Ann Deshe
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Ann Deshe
/s/ Susan Diamond
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Susan Diamond
/s/ Geraldine Schottenstein Hoffman
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Geraldine Schottenstein Hoffman for herself and on
behalf of Lori Schottenstein
Agreed to by:
/s/ Jay L. Schottenstein
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Jay L. Schottenstein
