<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
AMERICAN EAGLE OUTFITTERS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
02553E 10 6
(CUSIP Number)
Neil Bulman, Jr., Esq.
Porter Wright Morris & Arthur LLP
41 South High Street
Columbus, OH 43215
614-227-2219
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 18, 1999
-------------------------------------------------------
(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 13-d-1(b) (3) or (4), check the following box [ ].
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13D-7(b) for other parties to
whom copies are to be sent.
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" or 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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CUSIP No. 02553E 10 6
1. Names of Reporting Person: Susan Schottenstein Diamond
S.S. or I.R.S. Identification No. of Above Individual (optional):
2. Check the Appropriate Box if a Member of a Group:
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 2,320,394
8. Shared Voting Power: -0-
9. Sole Dispositive Power: 858,268
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,320,394
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row (11): 4.9%
14. Type of Reporting Person: IN
<PAGE> 3
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 43607
(2) 1800 Moler Road, Columbus, Ohio 43607
(3) 1800 Moler Road, Columbus, Ohio 43607
(4) 1800 Moler Road, Columbus, Ohio 43607
(5) 1800 Moler Road, Columbus, Ohio 43607
(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 13,982,348 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 13,982,338 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 may in the future 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 (All shares have been adjusted to reflect 2-for-1
stock split on May 3, 1999.)
(a) Amount Beneficially Owned: 11,738,846 shares; Percent of
Class: 25.1%
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CUSIP No. 02553E 10 6
Includes 6,125,450 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.; 67 shares held for the benefit of Mr.
Schottenstein's minor child; 523,000 shares subject to options
exercisable within 60 days; and 5,090,329 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: 11,489,311
shares
(ii) Shared power to vote or to direct the vote: 249,535
shares
(iii) Sole power to dispose or to direct the disposition
of: 6,648,517 shares
(iv) Shared power to dispose or to direct the disposition
of: 249,535 shares
(c) Transactions effected during the past 60 days: None.
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(2) Retail Ventures, Inc. (All shares have been adjusted to reflect 2-for-1
stock split on May 3, 1999.)
(a) Amount Beneficially Owned: 6,125,450 shares; Percent of Class:
13.1%
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 6,125,450
shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition
of: 6,125,450 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
(c) Transactions effected during the past 60 days: None.
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(3) Geraldine Schottenstein Hoffman (All shares have been adjusted to
reflect 2-for-1 stock split on May 3, 1999.)
(a) Amount Beneficially Owned: 9,841,109 shares; Percent of Class:
21.1%
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: 2,420,395
shares
(ii) Shared power to vote or to direct the vote: 249,535
shares
(iii) Sole power to dispose or to direct the disposition
of: 9,591,574 shares
(iv) Shared power to dispose or to direct the disposition
of: 249,535 shares
(c) Transactions effected by Ms. Deshe by family trusts as to
which Ms. Hoffman is either trustee or trust advisor during
the past 60 days:
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CUSIP No. 02553E 10 6
<TABLE>
<CAPTION>
DATE SHARES SOLD SALE PRICE
---- ----------- ----------
<S> <C> <C>
12/16/99 12,500 $44.5125
12/17/99 77,500 $44.03230
</TABLE>
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(4) Ann Schottenstein Deshe (All shares have been adjusted to reflect
2-for-1 stock split on May 3, 1999.)
(a) Amount Beneficially Owned: 3,792,511 shares; Percent of Class:
8.1%
These shares are held in trusts for the benefit of family
members as to which Ms. Deshe 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: 2,330,385
shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition
of: 1,462,126 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
(c) Transactions effected during the last 60 days by Ms. Deshe and
by Ms. Diamond by family trusts in which Ms. Deshe acts as
either trustee or trust advisor:
<TABLE>
<CAPTION>
DATE SHARES SOLD SALE PRICE
---- ----------- ----------
<S> <C> <C>
12/16/99 12,500 $44.5125
12/17/99 77,500 $44.03230
12/23/99 17,300 $47.7658
12/27/99 76,600 $48.00
12/28/99 6,000 $48.0850
</TABLE>
(d) Another's right to receive dividends: Not applicable
(e) Date ceased to be a 5% owner: Not applicable
(5) Susan Schottenstein Diamond (All shares have been adjusted to reflect
2-for-1 stock split on May 3, 1999.)
(a) Amount Beneficially Owned: 2,320,394 shares; Percent of Class:
4.9%
These shares are held in trusts for the benefit of family
members as to which Ms. Diamond 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: 2,320,394
shares
(ii) Shared power to vote or to direct the vote: 0 shares
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CUSIP No. 02553E 10 6
(iii) Sole power to dispose or to direct the disposition
of: 858,268 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
(c) Transactions effected by Ms. Diamond in the last 60 days:
<TABLE>
<CAPTION>
DATE SHARES SOLD SALE PRICE
---- ----------- ----------
<S> <C> <C>
12/23/99 17,300 $47.7658
12/27/99 76,600 $48.00
12/28/99 6,000 $48.0850
</TABLE>
(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 each
individual's ownership of the issuer shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A "Statement of Understanding", dated as of March 31, 1999, entered
into by Mr. Schottenstein, Ms. Deshe, Ms. Diamond, and Ms. Hoffman, was
previously filed and incorporated herein by reference.
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: February 10, 2000 /s/ Jay L. Schottenstein
-------------------------
Jay L. Schottenstein
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CUSIP No. 02553E 10 6
Page 12 of 12
Dated: February 10, 2000 RETAIL VENTURES, INC.
By: /s/ Jay L. Schottenstein
--------------------------------
Jay L. Schottenstein, Chairman
Dated: February 10, 2000 /s/ Geraldine Schottenstein Hoffman
-----------------------------------
Geraldine Schottenstein Hoffman
Dated: February 10, 2000 /s/ Ann Schottenstein Deshe
-----------------------------------
Ann Schottenstein Deshe
Dated: February 10, 2000 /s/ Susan Schottenstein Diamond
-----------------------------------
Susan Schottenstein Diamond
