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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-68875
PROSPECTUS SUPPLEMENT
To Prospectus dated December 23, 1998 of
AMERICAN EAGLE OUTFITTERS, INC.
The accompanying prospectus relates to the proposed sale of 500,000
shares of common stock of American Eagle Outfitters, Inc., including 150,000
shares held by The Guez Living Trust and 250,000 shares held by Paul Guez all of
which are subject to a pledge and security agreement in favor of Prudential
Securities Incorporated ("Prudential"). As a result of the transfer of these
shares to Prudential pursuant to the pledge and security agreement, the shares
may be sold by Prudential pursuant to the prospectus.
On December 31, 1998, The Guez Living Trust transferred 100,000 shares
to Slauson Limited Partnership ("Donee"). This transfer was a gift transaction
and no consideration was paid by Donee. Slauson Management Corporation is the
general partner of Donee and has a 1% interest in Donee. Hubert Guez, who owns
99% of the outstanding stock, and Eduardo Verruno, who owns the remaining 1%,
are the only shareholders of Slauson Management Corporation. Hubert Guez is the
only limited partner of Donee and has a 99% interest in Donee. As a result of
the transfer of the shares to Donee, the shares may be sold by Donee pursuant to
the prospectus.
On January 26, 1999, Donee sold 10,000 shares of common stock. The
shares were sold by Donee in an open market transaction at $66.375 per share,
effected by Prudential, as agent, with the payment by Donee of a commission of
$.07 per share. Immediately following the sale, Donee beneficially owned 90,000
shares.
On January 26, 1999, the closing price per share on the Nasdaq National
Market was $67.125.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SHARES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus Supplement is January 26, 1999.
