<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year end December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________to__________
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 Plan
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
<PAGE> 2
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Financial Statements
and Supplemental Information
- --------------------------------------------------------------------------------
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Financial Statements
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan Benefits 5
Notes to the Financial Statements 6-13
Supplemental Information
Independent Auditors' Report on Supplemental Information 14
Schedule of Assets Held for Investment Purposes 15
Schedule of Transactions in Excess of 5% of the Current Value of Plan Assets 16
Signature 17
Exhibit
Consent of Independent Auditors 18
</TABLE>
Page 2
<PAGE> 3
Independent Auditors' Report
To the Plan Administrator of the
American Eagle Outfitters, Inc. Retirement Plan
Warrendale, Pennsylvania
We have audited the accompanying statements of net assets available for
plan benefits of the American Eagle Outfitters, Inc. Retirement Plan as of
December 31, 1998 and 1997, and the related statements of changes in net assets
available for plan benefits for the years then ended. 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.
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
1997, and the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 25, 1999
Page 3
<PAGE> 4
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C>
Investments - Note 3 $13,180,629 $5,566,654
Cash 63 36,156
Receivables
Contributions
Employer 2,001,189 850,551
Employee -- 3,659
Other -- 166,469
----------- ----------
Net Assets Available for Plan Benefits $15,181,881 $6,623,489
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 4
<PAGE> 5
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
For the Years Ended December 31 1998 1997
- -----------------------------------------------------------------------------
<S> <C> <C>
Additions
Investment income
Net appreciation in fair value of
investments - Note 3 $ 5,327,922 $1,178,220
Interest and dividends 186,674 421,081
Contributions
Employer 2,441,659 1,233,757
Employee 1,010,317 750,323
----------- ----------
Total Additions 8,966,572 3,583,381
Deduction
Distributions of benefits to participants 408,180 488,025
----------- ----------
Net Increase in Net Assets Available for
Plan Benefits 8,558,392 3,095,356
Net Assets Available for Plan Benefits
Beginning of year 6,623,489 3,528,133
----------- ----------
End of year $15,181,881 $6,623,489
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 5
<PAGE> 6
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).
Page 6
<PAGE> 7
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 made discretionary profit sharing contributions of
$2,000,000 and $850,000 to the plan for 1998 and 1997. In addition, the
Company made 401(k) matching contributions of $441,659 and $383,757 for
1998 and 1997.
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.
Page 7
<PAGE> 8
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS
The following table presents the cost and fair values of investments at
December 31, 1998 and 1997.
<TABLE>
<CAPTION>
1998 1997
---- ----
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income $ -- $ -- $ 290,473 $ 298,967
Balanced -- -- 336,623 422,508
Government -- -- 419,252 419,252
Putnam Funds
Investors Growth -- -- 1,411,210 1,635,084
Global (987) (987) 927,201 845,513
Managed Income -- -- 716,382 747,860
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 5,023,000 515,280 1,197,470
----------- ----------- ---------- ----------
$11,768,333 $13,180,629 $4,616,421 $5,566,654
=========== =========== ========== ==========
</TABLE>
Page 8
<PAGE> 9
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
During 1998 and 1997, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in value
as shown:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1998 1997
---- ----
<S> <C> <C>
INVESTMENT FUNDS
National City Corporation Funds
Fixed Income $ 12,352 $ 2,742
Balanced 21,887 52,792
Putnam Funds
Investors Growth 155,819 201,900
Global 77,850 (81,099)
Managed Income (20,145) 14,597
Massachusetts Financial Services
Total Return 84,363 --
Investors Growth 683,759 --
American New Perspective 337,172 --
PIMCO Total Return (6,566) --
American Eagle Outfitters, Inc.
Stock Fund 3,981,431 987,288
---------- ----------
$5,327,922 $1,178,220
========== ==========
</TABLE>
Page 9
<PAGE> 10
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
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. Presented below is a summary of the net assets available for plan
benefits and the related changes in net assets available for plan benefits
on an individual fund basis as of and for the years ended December 31, 1998
and 1997.
DECEMBER 31, 1998
<TABLE>
<CAPTION>
AMERICAN
NCC PUTNAM PUTNAM EAGLE
FIXED NCC NCC INVESTORS PUTNAM MANAGED OUTFITTERS CASH
INCOME BALANCED GOVERNMENT GROWTH GLOBAL INCOME STOCK TRANSFER
FUND FUND FUND FUND FUND FUND FUND ACCOUNT SUBTOTAL
---- ---- ---- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Investments - at
fair value $ 0 $ 0 $ 0 $ 0 $ (987) $ 0 $5,023,000 $ -- $ 5,022,013
Cash -- -- -- -- -- -- -- 63 63
Contributions
receivable
and other -- -- -- -- -- -- -- 2,001,189 2,001,189
--------- --------- --------- ----------- ----------- --------- ---------- ---------- -----------
Total $ 0 $ 0 $ 0 $ 0 $ (987) $ 0 $5,023,000 $2,001,252 $ 7,023,265
========= ========= ========= =========== =========== ========= ========== ========== ===========
CHANGES IN NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
Investment income $ 27,000 $ 27,291 $ 19,482 $ 161,121 $ 93,354 $ 1,241 $3,971,596 $ -- $ 4,301,085
Employer
contributions 60,872 62,012 268,061 308,978 205,360 145,494 180,130 1,123,803 2,354,710
Employee
contributions 37,062 48,327 30,168 251,754 154,447 121,804 157,093 (10,551) 790,104
Transfers between
directed accounts (406,191) (515,641) (697,885) (2,282,661) (1,414,248) (981,161) (344,202) (2,157) (6,644,146)
Distribution of
benefits to
participants (17,710) (44,497) (39,078) (74,276) (51,882) (35,238) (139,087) (209) (401,977)
--------- --------- --------- ----------- ----------- --------- ---------- ---------- -----------
Net Increase
(Decrease) $(298,967) $(422,508) $(419,252) $(1,635,084) $(1,012,969) $(747,860) $3,825,530 $1,110,886 $ 399,776
========= ========= ========= =========== =========== ========= ========== ========== ===========
</TABLE>
Page 10
<PAGE> 11
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
DECEMBER 31, 1998 (CONTINUED)
<TABLE>
<CAPTION>
MFS
MFS MFS PIMCO INVESTORS AMERICAN
TOTAL RETURN FIXED TOTAL RETURN GROWTH NEW GRAND
FUND FUND FUND FUND PERSPECTIVE SUBTOTAL SUBTOTAL
---- ---- ---- ---- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Investments - at fair value $1,533,766 $1,271,612 $464,503 $3,109,219 $1,779,516 $8,158,616 $13,180,629
Cash -- -- -- -- -- -- 63
Contributions receivable
and other -- -- -- -- -- -- 2,001,189
---------- ---------- -------- ---------- ---------- ---------- -----------
Total $1,533,766 $1,271,612 $464,503 $3,109,219 $1,779,516 $8,158,616 $15,181,881
========== ========== ======== ========== ========== ========== ===========
CHANGES IN NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
Investment income $ 115,814 $ 10,224 $ (637) $ 740,700 $ 347,410 $1,213,511 $ 5,514,596
Employer contributions 17,136 13,012 5,067 30,995 20,739 86,949 2,441,659
Employee contributions 52,211 19,427 10,921 85,106 52,548 220,213 1,010,317
Transfers between directed
accounts 1,349,505 1,232,768 449,152 2,252,954 1,359,767 6,644,146 --
Distribution of benefits to
participants (900) (3,819) -- (536) (948) (6,203) (408,180)
---------- ---------- -------- ---------- ---------- ---------- -----------
Net Increase(Decrease) $1,533,766 $1,271,612 $464,503 $3,109,219 $1,779,516 $8,158,616 $ 8,558,392
========== ========== ======== ========== ========== ========== ===========
</TABLE>
Page 11
<PAGE> 12
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 3 - INVESTMENTS (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
AMERICAN
NCC PUTNAM PUTNAM EAGLE
FIXED NCC NCC INVESTORS PUTNAM MANAGED OUTFITTERS CASH
INCOME BALANCED GOVERNMENT GROWTH GLOBAL INCOME STOCK TRANSFER
FUND FUND FUND FUND FUND FUND FUND ACCOUNT TOTAL
---- ---- ---- ---- ---- ---- ---- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Investments - at
fair value $298,967 $422,508 $419,252 $1,635,084 $ 845,513 $747,860 $1,197,470 $ -- $5,566,654
Cash -- -- -- -- -- -- -- 36,156 36,156
Contributions
receivable
and other -- -- -- -- 166,469 -- -- 854,210 1,020,679
-------- -------- -------- ---------- ---------- -------- ---------- -------- ----------
Total $298,967 $422,508 $419,252 $1,635,084 $1,011,982 $747,860 $1,197,470 $890,366 $6,623,489
======== ======== ======== ========== ========== ======== ========== ======== ==========
CHANGES IN NET ASSETS
AVAILABLE FOR
PLAN BENEFITS
Investment income $ 17,898 $ 63,818 $ 18,545 $ 343,699 $ 79,599 $ 90,762 $ 984,980 $ -- $1,599,301
Employer
contributions 44,580 41,071 113,409 183,596 144,257 92,997 114,430 499,417 1,233,757
Employee
contributions 46,756 51,067 28,782 229,173 166,556 122,216 105,263 510 750,323
Transfers between
directed accounts (6,141) 25,538 3,144 121,009 (60,179) 30,785 (103,203) (10,953) --
Distribution of
benefits to
participants (36,969) (41,987) (16,442) (107,839) (59,769) (67,103) (144,228) (13,688) (488,025)
-------- -------- -------- ---------- ---------- -------- ---------- -------- ----------
Net Increase $ 66,124 $139,507 $147,438 $ 769,638 $ 270,464 $269,657 $ 957,242 $475,286 $3,095,356
======== ======== ======== ========== ========== ======== ========== ======== ==========
</TABLE>
Page 12
<PAGE> 13
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Notes to the Financial Statements (Continued)
NOTE 4 - PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue their contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination or partial termination, participants will become 100% vested in
their accounts.
NOTE 5 - 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 6 - PLAN MERGER
On April 1, 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 will be terminated.
Page 13
<PAGE> 14
Independent Auditors' Report on Supplemental Information
To the Plan Administrator of the
American Eagle Outfitters, Inc. Retirement Plan
Warrendale, Pennsylvania
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and transactions in excess of 5 percent of the current
value of Plan assets are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
June 25, 1999
Page 14
<PAGE> 15
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
- --------------------------------------------------------------------------------
As of December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of
Investment Fair
Identity of Issue (# of Shs/Units) Cost Value
- ----------------- ---------------- ---- -----
<S> <C> <C> <C>
INVESTMENT FUNDS
Massachusetts Financial Services
Fixed Income 1,271,612 1,271,612 1,271,612
Total Return 102,525 1,618,835 1,533,766
Investors Growth 195,425 2,620,060 3,109,219
Other Funds
PIMCO Total Return 44,070 487,634 464,503
American New Perspective 77,539 1,557,157 1,779,516
Putnam Global Growth - (987) (987)
American Eagle Outfitters, Inc.
Stock Fund 264,637 4,214,022 5,023,000
----------- -----------
$11,768,333 $13,180,629
=========== ===========
</TABLE>
Page 15
<PAGE> 16
AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN
Schedule of Transactions in Excess of 5% of the Current Value of Plan Assets
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Sales
Transactions Price Cost
------------ ----- ----
<S> <C> <C> <C>
SALES
Putnam Funds
Global 53 $1,530,291 $1,534,128
Investors Growth 45 $2,870,010 $2,490,317
Managed Income 49 $1,324,018 $1,312,685
National City Corporate Funds
Fixed Income 22 $ 457,456 $ 438,050
Government 15 $ 817,946 $ 817,946
Balanced 17 $ 578,504 $ 448,330
American Eagle Outfitters, Inc. - Stock Fund 4 $ 443,848 $ 378,328
PURCHASES
National City Corporate Funds
Government 42 N/A $ 400,558
Putnam Funds
Global 101 N/A $ 606,974
Managed Income 95 N/A $ 596,346
Investors Growth 138 N/A $1,079,200
Massachusetts Financial Services Funds
Investors Growth 19 N/A $2,690,928
Global 27 N/A $1,278,884
Total Return 21 N/A $1,662,760
American Funds New Perspective 18 N/A $1,612,799
PIMCO Total Return 22 N/A $ 504,874
American Eagle Outfitters, Inc. - Stock Fund 52 N/A $ 371,442
</TABLE>
Note: 5% of the current value of the plan assets at the beginning of the plan
year = $331,174
Page 16
<PAGE> 17
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:
/s/ Dale E. Clifton
-------------------
Date July 12, 1999 Dale E. Clifton
Vice President and Controller
Page 17
<PAGE> 1
Exhibit 23.1
Exhibit to the Annual Report (Form 11-K) of the American Eagle Outfitters, Inc.
Retirement Plan for the years ended December 31,1998 and 1997.
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 June
25, 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 years ended December 31, 1998 and 1997.
Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
July 12, 1999
