American Eagle Outfitters, Inc. Form 8-K

UNITED STATES

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

(Date of earliest event reported)

 

November 15, 2005  

 

AMERICAN EAGLE OUTFITTERS, INC.  

(Exact name of registrant as specified in its charter)

 

 

         
Delaware
  
0-23760
  
13-2721761
(State of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

 

     

150 Thorn Hill Drive
Warrendale, Pennsylvania

 
15086-7528
(Address of principal executive offices)
  
(Zip Code)

 

(724) 776-4857

(Registrant's telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 ITEM 2.02. Results of Operations and Financial Condition

The information in this Form 8-K, including the accompanying exhibits, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

On November 15, 2005, American Eagle Outfitters, Inc. (the "Company") issued a press release announcing, among other things, the Company's financial results for the third quarter ended October 29, 2005.  A copy of this press release is attached hereto as Exhibit 99.1. The Company's Management team held a conference call on November 15, 2005 at 9:00 a.m. Eastern Standard Time to review the aforementioned financial results. Additionally, Management provided fourth quarter 2005 earnings guidance on the conference call. A replay of the conference call will be available through November 29, 2005. To listen to the replay, dial 1-800-642-1687 and reference code 9827606#. An audio replay of the conference call will also be available at www.ae.com. A copy of the conference call transcript is attached hereto as Exhibit 99.2.
 ITEM 7.01. Regulation FD Disclosure

On November 17, 2005, the Company issued a press release announcing that its Board of Directors authorized an additional 4.5 million shares for its repurchase program and that it had completed the repurchase of the 6 million shares available under the previous authorizations. Additionally, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.075 per share payable on January 6, 2006 to stockholders of record at the close of business on December 23, 2005.  A copy of the announcement is attached hereto as Exhibit 99.3.
 ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
   
Exhibit No. Description
99.1 Press Release dated November 15, 2005 announcing third quarter 2005 financial results
99.2 Conference Call Transcript dated November 15, 2005
99.3 Press Release dated November 17, 2005 announcing authorization of share repurchase and declaration of a quarterly dividend

SIGNATURE

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.
    (Registrant)
Date: November 17, 2005   By:  

/s/ Dale E. Clifton
        Dale E. Clifton
        Senior Vice President, Controller and
Chief Accounting Officer

 


EXHIBIT INDEX

 


Exhibit
Number
  

Description
99.1*   Press Release dated November 15, 2005 announcing third quarter 2005 financial results
99.2*   Conference Call Transcript dated November 15, 2005
99.3**   Press Release dated November 17, 2005 announcing authorization of share repurchase and declaration of a quarterly dividend
* Such exhibit is being "furnished" (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K.
** Such exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.