-----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, GvMUqJZwqPlxcQFpW1fMFbXO0MrqutPEcBKKZviqDQqtqOkcNyl4H3k4RpE9NoRQ 6FAMS1F15CNQ5U5DXc/mVg== 0000950152-98-008648.txt : 19981110 0000950152-98-008648.hdr.sgml : 19981110 ACCESSION NUMBER: 0000950152-98-008648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981109 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: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23760 FILM NUMBER: 98741108 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 8-K 1 AMERICAN EAGLE OUTFITTERS CURRENT REPORT 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- DATE OF REPORT: NOVEMBER 2, 1998 ---------- AMERICAN EAGLE OUTFITTERS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------- Delaware 0-23760 25-1724320 - --------------- --------------------- ---------------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ---------- 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) ---------- Not Applicable (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ---------- 2 ITEM 5. OTHER EVENTS Effective November 2, 1998, the Registrant has changed its state of incorporation from Ohio to Delaware. This change in its state of incorporation was approved by the holders of a majority of Registrant's outstanding shares of Common Stock at a special meeting of shareholders on October 22, 1998. 14,655,189 shares were voted in favor of changing the state of incorporation, 3,941,434 shares voted against the reincorporation, and 14,538 shares abstained. Upon reincorporation in the State of Delaware, the Registrant merged into and is continuing its business as a Delaware corporation. The Reincorporation will not result in any change in the Registrant's name, business, assets or liabilities, will not cause Registrant's corporate headquarters or other facilities to be moved and will not result in any relocation of management or other employees. Shareholders will not be required to undertake a mandatory exchange of the Registrant's shares. Certificates for Registrant's shares will automatically represent an equal number of shares in the Delaware company upon completion of the merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 2 Agreement and Plan of Merger between American Eagle Outfitters, Inc. and American Eagle Delaware, Inc., dated as of September 21, 1998. - 2 - 3 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: November 6, 1998 By:/s/ William P. Tait --------------------------------- William P. Tait, Vice President, Secretary and Treasurer - 3 - 4 EXHIBIT INDEX Exhibit No. Description 2 Agreement and Plan of Merger among American Eagle Outfitters, Inc. and American Eagle Delaware, Inc. (Reference is made to Appendix A to the Registrant's Proxy Statement for the Special Meeting of the Shareholders filed with the Securities and Exchange Commission on September 28, 1998.) - 4 - -----END PRIVACY-ENHANCED MESSAGE-----