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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: APRIL 7, 1999
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AMERICAN EAGLE OUTFITTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-23760 13-2721430
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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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)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
COMPLETION OF NATCO REORGANIZATION
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Effective April 7, 1999, American Eagle Outfitters, Inc., a Delaware
corporation ("American Eagle"), reorganized its corporate structure into a
holding company structure through a merger with Thorn Hill Acquisition Corp., a
wholly-owned subsidiary of Natco Industries, Inc. ("Natco"). As a result of this
merger and reorganization (the "Reorganization"), Natco, which prior to the
Reorganization owned approximately 30.1% of American Eagle, became the holding
company for American Eagle's operations, and American Eagle became a
wholly-owned subsidiary of Natco. American Eagle's stockholders approved the
Reorganization at a special meeting of stockholders held on March 29, 1999.
Immediately following consummation of the merger, Natco changed its
name to "American Eagle Outfitters, Inc." ("New American Eagle") and American
Eagle changed it's name to "AE Stores Company." American Eagle stockholders must
exchange their certificates representing shares of American Eagle common stock
for certificates representing the same number of shares of New American Eagle
common stock. American Eagle's transfer agent will deliver to each American
Eagle stockholder a transmittal letter that must be returned to the transfer
agent, along with the original American Eagle stock certificate, to complete the
exchange.
Following the Reorganization, New American Eagle retained most of
American Eagle's characteristics, including: (1) the same business operations
and substantially identical assets and liabilities; (2) the same directors,
officers and employees; (3) the same number of shares outstanding; and (4) the
same Certificate of Incorporation and Bylaws, except for an increase in the
number of shares authorized, a classified Board of Directors, and the adoption
of the provisions of Section 203 of the Delaware General Corporation Law.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), New American Eagle's common stock is deemed to be
registered under Section 12(g) of the Exchange Act.
STOCK SPLIT
On March 17, 1999, American Eagle's Board of Directors approved a
two-for-one stock split. The additional shares will be distributed on May 3,
1999 to stockholders of record on April 23, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
2 Plan of Reorganization and Merger Agreement among American
Eagle Outfitters, Inc., Thorn Hill Acquisition Corp., Natco
Limited Liability Company, and Natco Industries, Inc., dated
as of November 30, 1998 (Reference is made to Appendix A to
Natco Industries, Inc.'s Form S-4
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prospectus/proxy statement for the Special Meeting of the
Stockholders filed with the Securities and Exchange Commission
on February 25, 1999).
99 * News Release, dated March 29, 1999, issued by American Eagle
Oufitters, Inc. announcing a two-for-one stock split and the
completion of the reorganization.
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* Filed with this report
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: April 7, 1999 By: /s/ William P. Tait
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William P. Tait, Vice President,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
2 Plan of Reorganization and Merger Agreement among
American Eagle Outfitters, Inc., Thorn Hill
Acquisition Corp., Natco Limited Liability Company,
and Natco Industries, Inc., dated November 30, 1998.
(Reference is made to Appendix A to Natco Industries,
Inc.'s Form S-4 prospectus/proxy statement for the
Special Meeting of the Stockholders filed with the
Securities and Exchange Commission on February 25,
1999).
99 * News Release, dated March 29, 1999, issued by
American Eagle Outfitters, Inc. announcing a
two-for-one stock split and the completion of the
reorganization.
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* Filed with this report
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Exhibit 99
NEWS RELEASE
AMERICAN EAGLE OUTFITTERS ANNOUNCES 2-FOR-1 STOCK SPLIT; ADDITION OF
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ROGER S. MARKFIELD TO THE BOARD OF DIRECTORS; AND COMPLETION OF
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CORPORATE REORGANIZATION
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WARRENDALE, PA, March 29, 1999 - American Eagle Outfitters, Inc. (NASDAQ: AEOS)
today announced that its Board of Directors has approved a two-for-one stock
split of American Eagle Outfitters common stock. The additional shares will be
distributed on May 3, 1999, to stockholders of record on April 23, 1999.
American Eagle also announced that Roger S. Markfield, the Company's President
and Chief Merchandising Officer, was appointed to the Board of Directors on
March 17, 1999.
Jay L. Schottenstein, Chairman of the Company, stated: "I am pleased to announce
Roger Markfield's appointment to the Board of Directors. Roger has been an
integral part of American Eagle's growth and success. He will make an excellent
addition to our board."
The Company also announced the completion of its pending reorganization with
Natco Industries, Inc., effective March 29, 1999. The reorganization has
implemented a holding company structure for American Eagle without any other
significant changes in the Company's business and operations.
American Eagle Outfitters, Inc. is a specialty retailer of all-American, casual
apparel, accessories, and footwear for men and women between the ages of 16 and
34. The Company designs, markets, and sells its own brand of versatile, relaxed,
and timeless classics like AE dungarees, khakis, and T-shirts, providing high
quality merchandise at affordable prices. The Company currently operates 391
stores in 41 states.
