-----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, Ac8h+qyR1cA7my+G4Lp9iZ8tlkrg6+AdArZuv1DFHNhZQfIQg5NjbD3INzkQd0Dc xVInB5KlNG+2yaR+tg077Q== 0000950152-99-003102.txt : 19990409 0000950152-99-003102.hdr.sgml : 19990409 ACCESSION NUMBER: 0000950152-99-003102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990408 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: 99589774 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, INC. 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: APRIL 7, 1999 ---------------------- AMERICAN EAGLE OUTFITTERS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-23760 13-2721430 - ----------------- --------------------- ---------------------- (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 COMPLETION OF NATCO REORGANIZATION - ---------------------------------- Effective April 7, 1999, American Eagle Outfitters, Inc., a Delaware corporation ("American Eagle"), reorganized its corporate structure into a holding company structure through a merger with Thorn Hill Acquisition Corp., a wholly-owned subsidiary of Natco Industries, Inc. ("Natco"). As a result of this merger and reorganization (the "Reorganization"), Natco, which prior to the Reorganization owned approximately 30.1% of American Eagle, became the holding company for American Eagle's operations, and American Eagle became a wholly-owned subsidiary of Natco. American Eagle's stockholders approved the Reorganization at a special meeting of stockholders held on March 29, 1999. Immediately following consummation of the merger, Natco changed its name to "American Eagle Outfitters, Inc." ("New American Eagle") and American Eagle changed it's name to "AE Stores Company." American Eagle stockholders must exchange their certificates representing shares of American Eagle common stock for certificates representing the same number of shares of New American Eagle common stock. American Eagle's transfer agent will deliver to each American Eagle stockholder a transmittal letter that must be returned to the transfer agent, along with the original American Eagle stock certificate, to complete the exchange. Following the Reorganization, New American Eagle retained most of American Eagle's characteristics, including: (1) the same business operations and substantially identical assets and liabilities; (2) the same directors, officers and employees; (3) the same number of shares outstanding; and (4) the same Certificate of Incorporation and Bylaws, except for an increase in the number of shares authorized, a classified Board of Directors, and the adoption of the provisions of Section 203 of the Delaware General Corporation Law. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), New American Eagle's common stock is deemed to be registered under Section 12(g) of the Exchange Act. STOCK SPLIT On March 17, 1999, American Eagle's Board of Directors approved a two-for-one stock split. The additional shares will be distributed on May 3, 1999 to stockholders of record on April 23, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 2 Plan of Reorganization and Merger Agreement among American Eagle Outfitters, Inc., Thorn Hill Acquisition Corp., Natco Limited Liability Company, and Natco Industries, Inc., dated as of November 30, 1998 (Reference is made to Appendix A to Natco Industries, Inc.'s Form S-4 3 prospectus/proxy statement for the Special Meeting of the Stockholders filed with the Securities and Exchange Commission on February 25, 1999). 99 * News Release, dated March 29, 1999, issued by American Eagle Oufitters, Inc. announcing a two-for-one stock split and the completion of the reorganization. - ------------------------------- * Filed with this report 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: April 7, 1999 By: /s/ William P. Tait ---------------------------- William P. Tait, Vice President, Secretary and Treasurer 4 EXHIBIT INDEX Exhibit No. Description 2 Plan of Reorganization and Merger Agreement among American Eagle Outfitters, Inc., Thorn Hill Acquisition Corp., Natco Limited Liability Company, and Natco Industries, Inc., dated November 30, 1998. (Reference is made to Appendix A to Natco Industries, Inc.'s Form S-4 prospectus/proxy statement for the Special Meeting of the Stockholders filed with the Securities and Exchange Commission on February 25, 1999). 99 * News Release, dated March 29, 1999, issued by American Eagle Outfitters, Inc. announcing a two-for-one stock split and the completion of the reorganization. - ----------------------------- * Filed with this report EX-99 2 EXHIBIT 99 1 Exhibit 99 NEWS RELEASE AMERICAN EAGLE OUTFITTERS ANNOUNCES 2-FOR-1 STOCK SPLIT; ADDITION OF -------------------------------------------------------------------- ROGER S. MARKFIELD TO THE BOARD OF DIRECTORS; AND COMPLETION OF --------------------------------------------------------------- CORPORATE REORGANIZATION ------------------------ WARRENDALE, PA, March 29, 1999 - American Eagle Outfitters, Inc. (NASDAQ: AEOS) today announced that its Board of Directors has approved a two-for-one stock split of American Eagle Outfitters common stock. The additional shares will be distributed on May 3, 1999, to stockholders of record on April 23, 1999. American Eagle also announced that Roger S. Markfield, the Company's President and Chief Merchandising Officer, was appointed to the Board of Directors on March 17, 1999. Jay L. Schottenstein, Chairman of the Company, stated: "I am pleased to announce Roger Markfield's appointment to the Board of Directors. Roger has been an integral part of American Eagle's growth and success. He will make an excellent addition to our board." The Company also announced the completion of its pending reorganization with Natco Industries, Inc., effective March 29, 1999. The reorganization has implemented a holding company structure for American Eagle without any other significant changes in the Company's business and operations. American Eagle Outfitters, Inc. is a specialty retailer of all-American, casual apparel, accessories, and footwear for men and women between the ages of 16 and 34. The Company designs, markets, and sells its own brand of versatile, relaxed, and timeless classics like AE dungarees, khakis, and T-shirts, providing high quality merchandise at affordable prices. The Company currently operates 391 stores in 41 states. -----END PRIVACY-ENHANCED MESSAGE-----