<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
-------------------
DATE OF REPORT: NOVEMBER 2, 1998
-------------------
AMERICAN EAGLE OUTFITTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------
Delaware 0-23760 25-1724320
- ---------------- --------------------- ----------------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
-------------------
150 Thorn Hill Drive
Warrendale, Pennsylvania 15086-7528
(724)776-4857
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
-------------------
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
-------------------
<PAGE> 2
ITEM 5. OTHER EVENTS
Effective November 2, 1998, the Registrant has changed its state of
incorporation from Ohio to Delaware. This change in its state of incorporation
was approved by the holders of a majority of Registrant's outstanding shares of
Common Stock at a special meeting of shareholders on October 22, 1998.
14,655,189 shares were voted in favor of changing the state of incorporation,
3,941,434 shares voted against the reincorporation, and 14,538 shares abstained.
Upon reincorporation in the State of Delaware, the Registrant merged
into and is continuing its business as a Delaware corporation. The
Reincorporation will not result in any change in the Registrant's name,
business, assets or liabilities, will not cause Registrant's corporate
headquarters or other facilities to be moved and will not result in any
relocation of management or other employees.
Shareholders will not be required to undertake a mandatory exchange of
the Registrant's shares. Certificates for Registrant's shares will automatically
represent an equal number of shares in the Delaware company upon completion of
the merger.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Registrant's Common Stock is deemed to be
registered under Section 12(g) of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
2 Agreement and Plan of Merger between American Eagle
Outfitters, Inc. and American Eagle Delaware, Inc., dated as
of September 21, 1998.
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EAGLE OUTFITTERS, INC.
Date: January 12, 1999 By: /s/ Willaim P. Tait
--------------------------------
William P. Tait, Vice President,
Secretary and Treasurer
- 3 -
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
2 Agreement and Plan of Merger among American Eagle Outfitters,
Inc. and American Eagle Delaware, Inc. (Reference is made to
Appendix A to the Registrant's Proxy Statement for the Special
Meeting of the Shareholders filed with the Securities and
Exchange Commission on September 28, 1998.)
- 4 -
