-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ML4yJFVZEy3moyo91isF2EQMpAY5YLGdBTGmggwXdItUJfkHNQtIA63k0I/YvR3o mBDexX4hYeSA/tIPsg/P7w== 0000892569-98-001167.txt : 19980427 0000892569-98-001167.hdr.sgml : 19980427 ACCESSION NUMBER: 0000892569-98-001167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980424 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE OUTFITTERS INC CENTRAL INDEX KEY: 0000919012 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 251724320 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49559 FILM NUMBER: 98600621 BUSINESS ADDRESS: STREET 1: 150 THORN HILL DR CITY: WARRENDALE STATE: PA ZIP: 15095 BUSINESS PHONE: 4127764857 MAIL ADDRESS: STREET 1: 150 THORN HILL DRIVE STREET 2: P O BOX 788 CITY: WARRENDALE STATE: PA ZIP: 15095 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHD INVESTMENTS LLC CENTRAL INDEX KEY: 0001058733 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943245548 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5804 E SLAUSON AVE CITY: COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 2138909660 MAIL ADDRESS: STREET 1: 5804 E SLAUSON AVE CITY: COMMERCE STATE: CA ZIP: 90040 SC 13D/A 1 SCHEDULE 13D AMMENDMENT 2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) AMERICAN EAGLE OUTFITTERS, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 02553D 10 8 (CUSIP Number) Paul Guez S.H.D. Investments, LLC 5804 E. Slauson City of Commerce, California 90040 (213) 890-9660 (Name, address and telephone number of person authorized to receive notices and communications) April 16, 1998 (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 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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" for 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). CUSIP No. 02553D 10 8 13D Page 1 of 5 2 SCHEDULE 13D CUSIP No. 02553D 10 8 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON S.H.D. INVESTMENTS, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,031,250** NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,031,250** PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,031,250** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%, BASED ON 14,893,725** SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF NOVEMBER 1, 1997 IN THE ISSUER'S FORM 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 1, 1997. - -------------------------------------------------------------------------------- 14 TYPE OF PERSON REPORTING 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT **In all places where the number of common shares is referenced, the amounts have been adjusted to reflect a 3-for-2 stock split which took effect on January 5, 1998. 3 AMERICAN EAGLE OUTFITTERS, INC. Common Stock SCHEDULE 13D This Amendment No. 2 (the "Amendment") amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 21, 1995 (the "Original Schedule 13D"), as previously amended by Amendment No. 1 to the Original Schedule 13D filed with the Commission on April 10, 1998 ("Amendment No. 1"). Item 5. Interest in Securities of the Issuer. Item 5 as previously filed is amended to add information as follows: (a) S.H.D. beneficially owns (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) an aggregate of 1,031,250 shares of the Common Stock or approximately 6.9% of the outstanding Common Stock (based on the number of shares outstanding as of November 1, 1997, as set forth in the Issuer's Form 10-Q for the quarterly period ended November 1, 1997, adjusted to reflect a 3-for-2 stock split which took effect on January 5, 1998). (c) S.H.D. has not acquired any shares of Common Stock during the past sixty days. Since April 9, 1998, S.H.D. has sold a total of 196,250 shares of Common Stock in open market transactions, as set forth on Schedule A .hereto Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 as previously filed is amended to add information as follows: As of April 16, 1998, S.H.D. has repaid all outstanding amounts owed under the Margin Loan. CUSIP No. 02553D 10 8 13D Page 3 of 5 4 SIGNATURE 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: April 23, 1998 S.H.D. INVESTMENTS, LLC By: /s/ PAUL GUEZ ----------------------------------- Name: Paul Guez Title: President 5 SCHEDULE A As follows are the dates, number of shares sold, and the price per share for each transaction reported herein:
Transaction Number of Date Shares Sold Sales Price ---- ----------- ----------- 4/9/98 15,000 $52.150 4/13/98 30,000 $51.8166 4/13/98 30,000 $52.0354 4/13/98 35,000 $52.0160 4/14/98 5,000 $54.0250 4/14/98 5,000 $55.1400 4/14/98 5,000 $55.2750 4/14/98 5,000 $55.8375 4/15/98 10,000 $56.9625 4/15/98 5,000 $57.3375 4/16/98 5,000 $58.7750 4/16/98 5,000 $58.2750 4/16/98 10,000 $57.9625 4/17/98 5,000 $61.0250 4/17/98 5,000 $61.4000 4/17/98 5,000 $61.9000 4/17/98 5,000 $61.9000 4/17/98 11,250 $61.9625
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