-----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, HqzW2dYuRx4VfDP4Jd30FXrEYmuliLSj3kDkzOFOKqhUC4fQO7HK04R5Yi8mF79h Oc00w/Lv+EvL0NTF6Ii48g== 0000950152-97-004867.txt : 19970701 0000950152-97-004867.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950152-97-004867 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NONE FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23760 FILM NUMBER: 97632326 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 11-K 1 AMERICAN EAGLE OUTFITTERS RETIRE. PLAN 11-K 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 [NO FEE REQUIRED] For the fiscal year end December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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. Retirement Plan 150 Thorn Hill Drive, Warrendale, PA 15086-7528 B. Name of issuer of the securities help pursuant to the plan and the address of its principal executive office: National City Bank, Columbus Trustee for American Eagle Outfitters, Inc. Retirement Plan 155 E. Broad Street, Columbus, OH 43251-0050 2 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Financial Statements and Supplemental Information - ------------------------------------------------------------------------------- December 31, 1996 and 1995 - ------------------------------------------------------------------------------- TABLE OF CONTENTS
Page 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 6-11 Supplemental Information Independent Auditors' Report on Supplemental Information 12 Schedule of Assets Held for Investment Purposes 13 Schedule of Transactions in Excess of 5% of the Current Value of Plan Assets 14 Signature 15 Exhibit Consent of Independent Auditors 16
Page 2 3 Independent Auditors' Report To the Plan Administrator of the American Eagle Oufitters, 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, 1996 and 1995, 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, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. /s/Alpern, Rosenthal & Company Pittsburgh, Pennsylvania June 9, 1997 Page 3 4 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Statements of Net Assets Available for Plan Benefits
- ------------------------------------------------------------------------------- December 31 1996 1995 - ------------------------------------------------------------------------------- Investments - Note 3 $2,935,449 $2,250,936 Cash 238,233 59,867 Contributions Receivable Employer 351,023 6,119 Employee 3,428 6,895 ---------- ---------- Net Assets Available for Plan Benefits $3,528,133 $2,323,817 ========== ==========
The accompanying notes are an integral part of these financial statements Page 4 5 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Statements of Changes in Net Assets Available for Plan Benefits
- ------------------------------------------------------------------------------- December 31 1996 1995 - ------------------------------------------------------------------------------- Additions Investment income Net appreciation in fair value of investments - Note 3 $ 127,343 $ 32,148 Collective fund income 212,193 154,450 Contributions Employer 659,481 303,311 Employee 587,255 511,719 ---------- ---------- Total Additions 1,586,272 1,001,628 Deduction Distributions of benefits to participants 381,956 213,420 ---------- ---------- Net Increase in Net Assets Available for Plan Benefits 1,204,316 788,208 Net Assets Available for Plan Benefits Beginning of year 2,323,817 1,535,609 ---------- ---------- End of year $3,528,133 $2,323,817 ========== ==========
The accompanying notes are an integral part of these financial statements Page 5 6 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Notes to the Financial Statements NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. B. Investments All of the Plan's cash and investments are held by the trustee of the Plan's assets, National City Bank (National). The various investments are valued primarily at quoted market prices. C. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could 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. GENERAL The Plan is a defined contribution plan covering all employees of American Eagle Outfitters, Inc. 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 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. For 1996, the Company made a discretionary profit sharing contribution of $350,000 to the plan, as well as $309,481 of 401(k) matching contributions. The 1995 employer contribution consisted entirely of 401(k) matching contributions. 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 participants' 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 addition, participant's 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 Upon termination of service, a participant receives a lump-sum amount equal to the value of his or her vested account balance. Page 7 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, 1996 and 1995.
1996 1995 ---- ---- Fair Fair Cost Value Cost Value ---- ------ ---- ------ REGISTERED INVESTMENT FUNDS National City Corporation Funds Fixed Income $ 226,009 $ 231,238 $ 180,536 $ 192,154 Balanced 241,260 284,726 178,291 203,640 Government 268,353 268,353 265,216 265,216 Putnam Funds Investors Growth 722,697 767,714 501,344 524,362 Global 650,962 689,855 516,821 522,187 Managed Income 420,648 450,062 350,432 384,187 American Eagle Outfitters, Inc. Stock Fund 447,093 243,501 372,836 159,190 ---------- ---------- ---------- ---------- $2,977,022 $2,935,449 $2,365,476 $2,250,936 ========== ========== ========== ==========
During 1996 and 1995, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as shown:
For the Year Ended December 31, ------------------------------- 1996 1995 ---- ---- REGISTERED INVESTMENT FUNDS National City Corporation Funds Fixed Income ($ 4,522) $ 12,538 Balanced 22,796 26,441 Putnam Funds Investors Growth 27,726 55,416 Global 42,333 32,331 Managed Income 5,113 45,062 American Eagle Outiftters, Inc. Stock Fund 33,897 (139,640) --------- --------- $ 127,343 $ 32,148 ========= =========
Page 8 9 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 seven 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 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, 1996 and 1995. DECEMBER 31, 1996 - -----------------
NCC Putnam Fixed NCC NCC Investors Putnam Income Balanced Government Growth Global Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- NET ASSETS AVAILABLE FOR PLAN BENEFITS - -------------------------------------- Investments - at fair value $ 231,238 $ 284,726 $ 268,353 $ 767,714 $ 689,855 Cash 1,606 (1,725) 3,461 97,732 51,663 Contributions receivable and other -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Total $ 232,844 $ 283,001 $ 271,814 $ 865,446 $ 741,518 =========== =========== =========== =========== =========== CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Investment income $ 7,852 $ 30,601 $ 12,275 $ 126,167 $ 82,570 Employer contributions 21,075 31,851 21,066 70,199 63,327 Employee contributions 35,811 41,768 29,249 150,592 116,745 Transfers between directed accounts 2,641 2,105 (20,934) 30,783 40,871 Distributions of benefits to participants (28,023) (27,637) (36,104) (37,932) (117,018) ----------- ----------- ----------- ----------- ----------- Net Increase $ 39,356 $ 78,688 $ 5,552 $ 339,809 $ 186,495 =========== =========== =========== =========== =========== American Putnam Eagle Managed Outfitters Cash Income Stock Transfer Fund Fund Account Total ---- ---- ------- ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS - -------------------------------------- Investments - at fair value $ 450,062 $ 243,501 $ -- $ 2,935,449 Cash 28,140 (3,273) 60,629 238.233 Contributions receivable and other -- -- 354,451 354,451 ----------- ----------- ----------- ----------- Total $ 478,202 $ 240,228 $ 415,080 $ 3,528,133 =========== =========== =========== =========== CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Investment income $ 47,851 $ 32,220 $ -- $ 339,536 Employer contributions 40,118 52,459 359,386 659,481 Employee contributions 78,387 111,582 23,121 587,255 Transfers between directed accounts 7,780 (72,194) 8,948 -- Distributions of benefits to participants (81,584) (45,879) (7,779) (381,956) ----------- ----------- ----------- ----------- Net Increase $ 92,552 $ 78,188 $ 383,676 $ 1,204,316 =========== =========== =========== ===========
Page 9 10 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Notes to the Financial Statements (Continued) NOTE 3 - INVESTMENTS (CONTINUED) DECEMBER 31, 1995 - -----------------
NCC Putnam Fixed NCC NCC Investors Putnam Income Balanced Government Growth Global Fund Fund Fund Fund Fund ---- ---- ---- ---- ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS Investments - at fair value $ 192,154 $ 203,640 $ 265,216 $ 524,362 $ 522,187 Cash 456 (314) 25 (1,340) 30,182 Contributions receivable and other 878 987 1,021 2,615 2,654 ----------- ----------- ----------- ----------- ----------- TOTAL $ 193,488 $ 204,313 $ 266,262 $ 525,637 $ 555,023 =========== =========== =========== =========== =========== CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Investment income $ 21,953 $ 32,562 $ 17,170 $ 119,049 $ 69,526 Employer contributions 23,054 17,927 27,523 54,981 65,823 Employee contributions 36,975 33,934 40,040 102,529 113,045 Transfers between directed accounts 3,472 15,195 (19,319) 13,209 (13,562) Distributions of benefits to participants (12,869) (35,060) (52,649) (46,418) (33,218) ----------- ----------- ----------- ----------- ----------- NET INCREASE $ 72,585 $ 64,558 $ 12,765 $ 243,350 $ 201,614 =========== =========== =========== =========== =========== American Putnam Eagle Managed Outfitters Cash Income Stock Transfer Fund Fund Account Total ----- ---- ------- ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS Investments - at fair value $ 384,187 $ 159,190 $ -- $ 2,250,936 Cash (288) (258) 31,404 59,867 Contributions receivable and other 1,751 3,108 -- 13,014 ----------- ----------- ----------- ----------- TOTAL $ 385,650 $ 162,040 $ 31,404 $ 2,323,817 =========== =========== =========== =========== CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Investment income $ 65,205 ($ 139,747) $ 880 $ 186,598 Employer contributions 42,907 70,604 492 303,311 Employee contributions 74,015 108,489 2,692 511,719 Transfers between directed accounts 12,569 (11,564) -- -- Distributions of benefits to participants (35,832) (20,827) 23,453 (213,420) ----------- ----------- ----------- ----------- NET INCREASE $ 158,864 $ 6,955 $ 27,517 $ 788,208 =========== =========== =========== ===========
Page 10 11 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. Page 11 12 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. /s/Alpern, Rosenthal & Company Pittsburgh, Pennsylvania June 9, 1997 Page 12 13 AMERICAN EAGLE OUTFITTERS, INC. RETIREMENT PLAN Schedule of Assets Held for Investment Purposes - ------------------------------------------------------------------------------- As of December 31, 1996 - -------------------------------------------------------------------------------
Description of Investment Fair Identity of Issue (# of Shs/Units) Cost Value - ----------------- ---------------- ---- ----- REGISTERED INVESTMENT FUNDS National City Corporation Funds Fixed Income 22,022 $ 226,009 $ 231,238 Balanced 1,989 241,260 284,726 Government 268,353 268,353 268,353 Putnam Funds Investors Growth 83,357 722,697 767,714 Global 63,757 650,962 689,855 Managed Income 43,526 420,648 450,062 American Eagle Outfitters, Inc. Stock Fund 24,133 447,093 243,501 ---------- ---------- $2,977,022 $2,935,449 ========== ==========
Page 13 14 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, 1996 - -------------------------------------------------------------------------------
Number of Sales Transactions Price Cost ------------ ------ ----- SALES Putnam Funds Global 42 $ 149,139 $140,334 American Eagle Outfitters, Inc. - Stock Fund 45 $ 158,732 $134,889 PURCHASES Putnam Funds Investors Growth 67 N/A $272,145 Global 63 N/A $274,474 Managed Income 58 N/A $174,863 American Eagle Outfitters, Inc. - Stock Fund 48 N/A $209,146
Note: 5% of the current value of the plan assets at the beginning of the plan year = $ 116,190 Page 14 15 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 Date June 30, 1997 /s/Dale E. Clifton Vice President and Controller Page 15 16 Exhibit to the Annual Report (Form 11-K) of the American Eagle Outfitters, Inc. Retirement Plan for the years ended December 31, 1996 and 1995. 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 9, 1997 with respect to the financial statements of the American Eagle Outfitters, Inc. Retirement Plan included in this Annual Report (Form 11-K) for the years ended December 31, 1996 and 1995. /s/Alpern, Rosenthal & Company Pittsburgh, Pennsylvania June 30, 1997 Page 16 -----END PRIVACY-ENHANCED MESSAGE-----