-----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, EUb3qpJwhfMA0Qju4ZLuIhN3tRj9Odlk10NMvGyGmBQotua/zaL1UfvE6lnhkLsF 9uZCLmjg3rhJQE9Yjtp6aQ== 0000892569-98-003293.txt : 19981215 0000892569-98-003293.hdr.sgml : 19981215 ACCESSION NUMBER: 0000892569-98-003293 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981214 GROUP MEMBERS: PAUL GUEZ GROUP MEMBERS: SHD INVESTMENTS LLC 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: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49559 FILM NUMBER: 98769131 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 AMENDMENT #3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) 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) December 4, 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(e), 13d-1(f) or 13d-1(g) check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this 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" 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). 2 CUSIP No. 02553D 10 8 SCHEDULE 13D PAGE 2 OF 16 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H.D. INVESTMENTS, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 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 1,034,375** NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,034,375** PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,034,375** - -------------------------------------------------------------------------------- 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) 4.5% BASED ON 23,136,417** SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF NOVEMBER 20, 1998 IN THE ISSUER'S FORM 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED OCTOBER 31, 1998. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT **In all places where the number of common shares is referenced, the amounts reflect a 3-for-2 stock split which took effect on April 24, 1998. 3 CUSIP No. 02553D 10 8 SCHEDULE 13D PAGE 3 OF 16 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PAUL GUEZ - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TUNISIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,293,075** NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 258,700** PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,293,075** - -------------------------------------------------------------------------------- 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) 5.6% BASED ON 23,136,417** SHARES OF COMMON STOCK REPORTED AS OUTSTANDING AS OF NOVEMBER 20, 1998 IN THE ISSUER'S FORM 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED OCTOBER 31, 1998. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT **In all places where the number of common shares is referenced, the amounts reflect a 3-for-2 stock split which took effect on April 24, 1998. 4 CUSIP No. 02553D 10 8 Schedule 13D Page 4 of 16 - -------------------------------------------------------------------------------- AMERICAN EAGLE OUTFITTERS, INC. Common Stock SCHEDULE 13D This Amendment No. 3 (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") and by Amendment No. 2 to the Original Schedule 13D filed with the Commission on April 24, 1998 ("Amendment No. 2"). Item 2. Identity and Background Item 2 as previously filed is amended to add information as follows: (a) This Amendment is being filed by S.H.D. and Paul Guez (collectively, the "Reporting Persons") with respect to the events occurring on December 4, 1998, when S.H.D. redeemed a portion of the interest in S.H.D. held by Paul Guez for 250,000 shares of Common Stock and also redeemed a portion of the interest in S.H.D. held by The Guez Family Trust U/D/T December 6, 1996 ("The Guez Family Trust") for 250,000 shares of Common Stock. As a result of such transactions, Paul Guez now has the sole power to vote and dispose of 258,700 shares of Common Stock, and, by virtue of his position as S.H.D.'s executive officer, Paul Guez has the sole power to vote the 1,034,375 shares of Common Stock held by S.H.D. Due to these facts, the Reporting Persons may be deemed, for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), to have formed a group with respect to the Common Stock held by S.H.D. and by Paul Guez. Each of the Reporting Persons expressly disclaims the existence of a group and declares that the filing of this statement on Schedule 13D shall not be construed as an admission by each of such persons, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act, that the Reporting Persons have formed a group, or that they have any shared dispositive power over any shares of Common Stock of the Issuer. (b) The address of the principal business and the principal office of each of the Reporting Persons is 5804 E. Slauson Avenue, City of Commerce, California 90040. The members of S.H.D. (the "Members") and S.H.D.'s executive officer are identified on Schedule A attached hereto and incorporated herein into this Item 2 by this reference. (c) The principal business of S.H.D. is investment in the Issuer. The principal occupation of Paul Guez is as an account executive for Azteca Production International, which is located at 5804 E. Slauson Avenue, City of Commerce, California 90040. (d)(e) Neither Paul Guez, nor Hubert Guez (the co-trustee of The Guez Family Trust), has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Paul Guez is a citizen of Tunisia. S.H.D. is a California limited liability company. Item 3. Source and Amount of Funds or Other Consideration. The 250,000 shares of Common Stock acquired by Paul Guez on December 4, 1998 were acquired through the partial redemption of his interest in S.H.D. 5 CUSIP No. 02553D 10 8 Schedule 13D Page 5 of 16 - ------------------------------------------------------------------------------- Item 4. Purpose of Transaction. Item 4 as previously filed is amended to add information as follows: Paul Guez acquired the Common Stock reported herein for investment purposes based on Paul Guez's belief that such stock represents an attractive investment opportunity. Paul Guez may make additional purchases of Common Stock or may engage in dispositions of all or a portion of the Common Stock presently owned or hereafter acquired by Paul Guez, either in the open market or in private transactions, depending on Paul Guez's evaluation of the Issuer's business, prospects and financial condition, the market for the Common Stock, other investment opportunities, general economic conditions, money and stock market conditions and other future developments and factors that Paul Guez deems material to his investment decision. Item 5. Interest in Securities of the Issuer. Item 5 as previously filed is amended to add information as follows: (a) The Reporting Persons beneficially own securities of the Issuer as follows: (i) S.H.D. beneficially owns (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) an aggregate of 1,034,375 shares of Common Stock or approximately 4.5% of the outstanding Common Stock (based on the number of shares outstanding as of November 20, 1998, as set forth in the Issuer's Form 10-Q for the quarterly period ended October 31, 1998); (ii) Paul Guez beneficially owns (for purposes of Rule 13d-3 under the Exchange Act) 1,293,075 shares of Common Stock (including the 1,034,375 shares held of record by S.H.D., which Mr. Guez has the sole power to vote by virtue of his position as the executive officer of S.H.D.) or approximately 5.6% of the outstanding Common Stock (based on the number of shares outstanding as of November 20, 1998, as set forth in the Issuer's 10-Q for the quarterly period ended October 31, 1998). Except for Paul Guez, each of the Members hereby disclaims beneficial ownership of the shares of Common Stock held by S.H.D. and of the shares of Common Stock held by Paul Guez individually. S.H.D. hereby disclaims beneficial ownership of the shares of Common Stock held by Paul Guez individually. No formal or informal agreement exists between the Reporting Persons and The Guez Family Trust to either sell or refrain from selling the 250,000 shares of Common Stock received by The Guez Family Trust in exchange for the partial redemption of its interest in S.H.D. and therefore the shares of Common Stock held by such trust are not covered by this schedule. (b) The Reporting Persons have the following voting power and dispositive power with respect to their shares listed in Section 5(a): (i) Sole power to vote or to direct the vote: Paul Guez 1,293,075 Shares S.H.D. 0 Shares (ii) Shared power to vote or to direct the vote: Paul Guez 0 Shares S.H.D. 0 Shares 6 CUSIP No. 02553D 10 8 Schedule 13D Page 6 of 16 - ------------------------------------------------------------------------------- (iii) Sole power to dispose or to direct the disposition of: Paul Guez 258,700 Shares S.H.D. 1,034,375 Shares (iv) Shared power to dispose or to direct the disposition of: Paul Guez 0 Shares S.H.D. 0 Shares (c) S.H.D. has not acquired any shares of Common Stock during the past sixty days. Paul Guez acquired 5,000 shares of Common Stock in an open market transaction on December 10, 1998, at a price per share of $55.695 and also acquired 250,000 shares of Common Stock on December 4, 1998, when S.H.D. redeemed a portion of the interest in S.H.D. held by Paul Guez for 250,000 shares of Common Stock. On December 4, 1998, S.H.D. also redeemed a portion of the interest in S.H.D. held by The Guez Family Trust for 250,000 shares of Common Stock. The Guez Family Trust received its interest in S.H.D. when Roxanne Guez transferred her interest in S.H.D. to The Guez Family Trust on May 24, 1998. S.H.D. transferred 12,500 shares of Common Stock as a gift to a charitable foundation on July 29, 1998. (d) Except as stated in this Item 5, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from the shares of Common Stock beneficially owned by the Reporting Persons. (e) On December 4, 1998, S.H.D. ceased to be the beneficial owner of more than five percent (5%) of the Common Stock. 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: The 250,000 shares of Common Stock received by Paul Guez and the 250,000 shares of Common Stock received by The Guez Family Trust in connection with the redemption of a portion of their respective interests in S.H.D. (as described above) are subject to a registration rights agreement dated December 4, 1998, between the Issuer, Paul Guez and The Guez Family Trust. Pursuant to the terms of such registration rights agreement, such shares have been included as part of the shares registered by the Issuer under that certain registration statement on Form S-3 filed by the Issuer with the Commission on December 11, 1998. Item 7. Material to be Filed as Exhibits. Item 7 as previously filed is amended to add information as follows: 99.4 Joint Filing Statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. 99.5 Registration Rights Agreement dated December 4, 1998, by and among the Issuer, Paul Guez and The Guez Family Trust. 7 CUSIP No. 02553D 10 8 Schedule 13D Page 7 of 16 - ------------------------------------------------------------------------------- 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: December 11, 1998 /s/ PAUL GUEZ ------------------------------------ Paul Guez S.H.D. INVESTMENTS, LLC By: /s/ PAUL GUEZ -------------------------------- Name: Paul Guez Title: President EX-99.4 2 JOINT FILING STATEMENT 1 EXHIBIT 99.4 CUSIP No. 02553D 10 8 Schedule 13D Page 8 of 16 - ------------------------------------------------------------------------------- SCHEDULE A Members of S.H.D.: 1. (a) Name: Gerard Guez (b) Residence or business address: Fashion Resource, Inc. 3251 East Washington Blvd. Los Angeles, California 90023 (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: Chief Executive Officer Fashion Resource, Inc. 3251 East Washington Blvd. Los Angeles, California 90023 (d) Citizenship: USA 2. (a) Name: Hubert and Roxanne Guez, Co-Trustees of The Guez Family Trust U/D/T December 6, 1996 (b) Residence or business address: Azteca Production International 5804 E. Slauson City of Commerce, California 90040 (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: Hubert Guez is the Chief Executive Officer and Roxanne Guez a Vice President of Azteca Production International 5804 E. Slauson City of Commerce, California 90040 (d) Citizenship: Hubert Guez is a citizen of Tunisia; Roxanne Guez is a U.S. citizen. 3. (a) Name: Todd Kay (b) Residence or business address: Fashion Resource, Inc. 3251 East Washington Blvd. Los Angeles, California 90023 2 CUSIP No. 02553D 10 8 Schedule 13D Page 9 of 16 - ------------------------------------------------------------------------------- (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: President Fashion Resource, Inc. 3251 East Washington Blvd. Los Angeles, California 90023 (d) Citizenship: USA 4. (a) Name: Kamel Nacif (b) Residence or business address: 231 Edgar Allen Poe Colonia Bolanco Mexico D.F. Mexico 11550 (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: Executive Officer Textiles KN S.A. de C.V. Calle E Lote 15 Parque Industrial 2000 Puebla, Puebla Mexico 72220 (d) Citizenship: Mexico 5. (a) Name: Judy Krupp (b) Residence or business address: 5660 Collins Ave., #20A Miami Beach, FL 33140 (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: Homemaker 5660 Collins Ave., #20A Miami Beach, FL 33140 (d) Citizenship: USA 3 CUSIP No. 02553D 10 8 Schedule 13D Page 10 of 16 - ------------------------------------------------------------------------------- 6. (a) Name: Paul Guez (b) Residence or business address: Azteca Production International 5804 E. Slauson City of Commerce, California 90040 (c) Principal occupation or employment and name, principal business and address of where such employment is conducted: Account Executive Azteca Production International 5804 E. Slauson City of Commerce, California 90040 (d) Citizenship: Tunisia Paul Guez is also the President and sole executive officer of S.H.D. 4 CUSIP No. 02553D 10 8 Schedule 13D Page 11 of 16 - ------------------------------------------------------------------------------- EXHIBIT 99.4 JOINT FILING STATEMENT Pursuant to Rule 13d-1(f) The undersigned acknowledge and agree that the foregoing Amendment No. 3 to Schedule 13D (the "Amended Schedule 13D") is filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the timely filing of any required amendments, and for the completeness and accuracy of the information concerning him or it contained in the Amended Schedule 13D or any subsequent amendment filed by or on behalf of him or it, but shall not be responsible for the completeness and accuracy of the information concerning any others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: December 11, 1998 /s/ PAUL GUEZ ------------------------------------ Paul Guez S.H.D. INVESTMENTS, LLC By: /s/ PAUL GUEZ -------------------------------- Name: Paul Guez Title: President EX-99.5 3 REGISTRATION AGREEMENT 1 CUSIP No. 02553D 10 8 Schedule 13D Page 12 of 16 - ------------------------------------------------------------------------------- EXHIBIT 99.5 AMERICAN EAGLE OUTFITTERS, INC. REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into as of December 4, 1998, by and among AMERICAN EAGLE OUTFITTERS, INC., an Ohio corporation (the "Company"), and Hubert Guez, Trustee of the Guez Living Trust U/D/T December 6, 1996 (the "Trust) and Paul Guez, holders of the Company's common stock, without par value (collectively the "Shareholders"). RECITALS WHEREAS, in February of 1995, S.H.D. Investments, LLC, a California limited liability company ("SHD"), purchased 2,250,000 shares (the "Shares") of the Company's common stock from Sam Forman, a former president of the Company, after taking into account the two 3-for-2 stock splits of the Company's common stock. WHEREAS, the Shareholders are members of SHD. WHEREAS, the Shares purchased form Mr. Forman by SHD were restricted shares. WHEREAS, in December 1998, SHD redeemed a portion of the interests in SHD held by the Shareholders and as a result distributed 250,000 Shares to Paul Guez and 250,000 Shares to the Trust (the "Registrable Securities"). WHEREAS, the Company has agreed to register the Registrable Securities in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties hereto hereby agree as follows: AGREEMENT Section 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" means the Shares owned by Paul Guez and the Trust as a result of the distribution by SHD in December 1998. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing with the Commission a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. 2 CUSIP No. 02553D 10 8 Schedule 13D Page 13 of 16 - ------------------------------------------------------------------------------- "Registration Expenses" shall mean all reasonable expenses, except Selling Expenses as defined below, incurred by the Company in complying with a registration under Sections 5 or 6 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel and accountants for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Shareholders and all fees and disbursements of counsel for any Shareholder. Section 2. Shelf Registration. The Company hereby agrees to effect a registration under the Securities Act on Form S-3 for a public offering of the Registrable Securities. At the expense of the Shareholders, the Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for six (6) months, and prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for six (6) months; (b) Furnish to the Shareholders such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Shareholders may reasonably request in order to facilitate the public offering of such securities; (c) Use its best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such Shareholders may reasonably request within ten (10) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified; (d) Notify the Shareholders promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (e) Notify the Shareholders promptly of any request by the Commission to amend or supplement such registration statement or prospectus or for additional information; (f) Prepare and file with the Commission promptly upon the request of any such Shareholders, any amendments or supplements to such registration statement or prospectus which, in the reasonable opinion of counsel for such Shareholders, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Shareholders; (g) Prepare and promptly file with the Commission, and promptly notify such Shareholders of the filing of, such amendment or supplement to such registration statement or prospectus as may be necessary to correct any 3 CUSIP No. 02553D 10 8 Schedule 13D Page 14 of 16 - ------------------------------------------------------------------------------- statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which they were made; and (h) Advise such Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Section 3. Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement at any time in its sole discretion whether prior to or after the effectiveness of such registration. Any such termination or withdrawal will not relieve the Shareholders of their obligation to pay expenses and provide indemnification hereunder. Section 4. Expenses of Registration. All Registration Expenses incurred in connection with all registrations pursuant to Section 2 shall be borne by the Shareholders and shall be paid by the Shareholders to the Company in cash in advance on demand, subject to verification of actual expenses by the Company for advance payments. All Selling Expenses relating to securities registered on behalf of the Shareholders shall be borne by the Shareholders. Section 5. Information by Shareholders. The Shareholders shall furnish the Company such information regarding such Shareholders, the Registrable Securities held by them and the distribution proposed by such Shareholders as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. Section 6. Indemnification. (a) The Shareholders will jointly and severally indemnify the Company, each of its directors and officers, and each person who controls the Company against all claims, losses, damages and liabilities (or actions in respect thereof), arising out of or based on any action or omission by the Company pursuant to or as a result of this Agreement, including without limitation, any mistake or negligent act on the part of the Company or its agents, and will reimburse the Company, such directors, officers, persons, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action. (b) If the Company becomes entitled to indemnification under this Section 6, it shall give notice to the Shareholders promptly after it has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Shareholders to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Shareholders, who shall conduct the defense of such claim or litigation, shall be approved by the Company (whose approval shall not unreasonably be withheld), and the Company may participate in such defense at its own expense, and provided further that the failure of the Company to give notice as provided herein shall not relieve the Shareholders of their obligations under this Agreement unless the failure to give such notice is materially prejudicial to the Shareholder's ability to defend such action and provided further, that the Shareholders shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. The Shareholders, in the defense of any such claim or litigation, shall not, except with the consent of the Company, 4 CUSIP No. 02553D 10 8 Schedule 13D Page 15 of 16 - ------------------------------------------------------------------------------- consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Company of a release from all liability in respect to such claim or litigation. Section 7. Non-assignability of Agreement. The rights granted by this Agreement to the Shareholders may not be transferred except by will or the laws of descent or distribution. Section 8. Execution in Counterparts. For the convenience of the parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 9. Notices. All notices that are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respects if given in writing and delivered by hand or national overnight courier service, transmitted by telecopy or mailed by registered or certified mail, postage prepaid, and shall be deemed given upon receipt, as follows: If to the Company to: American Eagle Outfitters 150 Thorn Hill Drive Warrendale, PA 15086-7528 (412) 776-4857: Attention: Jay L. Schottenstein, Chairman of the Board With a copy to: Neil Bulman, Jr. Porter, Wright, Morris & Arthur 41 South High Street Columbus, Ohio 43215 If to the Shareholders to: The address appearing on the books and records of the Company or its transfer agent as the address of the Shareholders Stephen D. Cooke, Esq. Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive Costa Mesa, California 92626-1924 or such other address or addresses as any party hereto shall have designated by notice in writing to the other parties hereto. 5 CUSIP No. 02553D 10 8 Schedule 13D Page 16 of 16 - ------------------------------------------------------------------------------- Section 10. Applicable Law. This Agreement shall be governed by and construed in accordance with he laws of the State of Ohio, without regard to its conflict of laws principles. Section 11. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral and written, with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. AMERICAN EAGLE OUTFITTERS, INC. SHAREHOLDERS By: /s/ JAY L. SCHOTTENSTEIN /s/ PAUL GUEZ -------------------------------- -------------------------------- Paul Guez Its: Chairman The Guez Family Trust ------------------------------- U/D/T December 6, 1996 By: /s/ HUBERT GUEZ ---------------------------- Hubert Guez, Co-Trustee -----END PRIVACY-ENHANCED MESSAGE-----