-----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, HZ6nZfL0Wsya3GtqCMZUeq0PjEq+C1J7vPv91T/pyjmko68DNrjblyeDmE/hrXpE bVeCDr3YCd5Mwc/b4Ru3Hw== 0000935836-03-000261.txt : 20030815 0000935836-03-000261.hdr.sgml : 20030815 20030815141454 ACCESSION NUMBER: 0000935836-03-000261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030815 GROUP MEMBERS: SNYDER CAPITAL MANAGEMENT, INC. GROUP MEMBERS: SNYDER CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELDER BEERMAN STORES CORP CENTRAL INDEX KEY: 0000032020 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 310271980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53669 FILM NUMBER: 03850358 BUSINESS ADDRESS: STREET 1: 3155 ELBEE RD CITY: DAYTON STATE: OH ZIP: 45439 BUSINESS PHONE: 9372962700 MAIL ADDRESS: STREET 1: 3155 EL BEE ROAD CITY: DAYTON STATE: OH ZIP: 45439 FORMER COMPANY: FORMER CONFORMED NAME: ELDER & JOHNSTON CO DATE OF NAME CHANGE: 19670823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SNYDER HOLDINGS INC CENTRAL INDEX KEY: 0000925948 IRS NUMBER: 943109225 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUITE 1460 STREET 2: 350 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 941041436 BUSINESS PHONE: 4153923900 MAIL ADDRESS: STREET 1: 350 CALIFORNIA STREET STREET 2: SUITE 1460 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1436 SC 13D/A 1 elder.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0145

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

The Elder-Beerman Stores Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

284470101

(CUSIP Number)

Neil J. Koren, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
(415) 421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 5, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 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 the disclosures provided in a prior cover page.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Snyder Capital Management, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX  
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 1,835,350

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 2,015,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,015,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 17.4%

14. Type of Reporting Person (See Instructions)

PN

IA

 

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Snyder Capital Management, Inc.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) XX  
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

7. Sole Voting Power -0-

8. Shared Voting Power 1,835,350

9. Sole Dispositive Power -0-

10. Shared Dispositive Power 2,015,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,015,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 17.4%

14. Type of Reporting Person (See Instructions)

CO

HC

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of Elder-Beerman Stores Corp. (the "Issuer"). The principal executive office of the Issuer is located at 3155 Elbee Road, Dayton, Ohio 45439.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) The names of the persons filing this statement are Snyder Capital Management, L.P. ("SCMLP") and Snyder Capital Management, Inc. ("SCMI") (together, the "Filers"). Persons enumerated in Instruction C of Schedule 13D are Alan Barry Snyder ("Snyder"), Walter Niemasik, Jr. ("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"), Robert James Stanton ("Stanton"), Steven James Block ("Block"), Peter Stuart Voss ("Voss"), Susan Roberta Katz-Snyder ("Katz-Snyder") and Sherry Ann Umberfield ("Umberfield") (collectively, with the Filers, the "Named Persons").

SCMI is a wholly owned subsidiary of Nvest Holdings, Inc., which is a wholly owned subsidiary of Nvest Companies, L.P. ("Nvest Companies"). Nvest Companies is the sole limited partner of SCMLP. The general partner of Nvest Companies is CDCAM North America, LLC. CDCAM North America Corporation ("CDCAM NA") is the sole limited partner of Nvest Companies. CDCAM NA is a wholly owned subsidiary of CDC Asset Management S.A., which is owned by CNP Assurances, Caisse Nationale des Caisses E'Epargne and CDC Finance, each of which is owned by Caisse Nationale des Consignations ("CDC"), which is supervised by the government of France.

SCMI and Nvest Companies operate under an understanding that all investment and voting decisions regarding managed accounts are to be made by SCMI and SCMLP and not by Nvest Companies or any entity controlling Nvest Companies. Accordingly, SCMI and SCMLP do not consider Nvest Companies or any entity controlling Nvest Companies to have any direct or indirect control over the securities held in managed accounts.

(b) The business address of SCMLP, SCMI, Snyder, Niemasik, Murtaugh, Stanton, Block and Katz-Snyder is 350 California Street, Suite 1460, San Francisco, CA 94104. The business address of Voss, Umberfield and Nvest Companies is 399 Boylston Street, Boston, MA 02116. The business address of CDC is 7, Place des Cinq Martyrs du Lycee Buffon, BP 541, 75725, Paris, Cedex 15, France.

(c) SCMLP is an investment adviser registered under the Investment Advisers Act of 1940. SCMI is the sole general partner of SCMLP. Snyder is the Chairman of SCMI. Niemasik is the President of SCMI, Murtaugh is a Senior Vice President of SCMI, Stanton is a Senior Vice President of SCMI and Block is the Executive Vice President of SCMI. Snyder, Niemasik, Voss, Katz-Snyder and Umberfield are the directors of SCMI. Snyder, Murtaugh, Stanton, Kimberly A. Stevens, Peter A. Eisele and Vinit S. Bhatt are the members of the Investment Committee of SCMLP. All investment decisions of SCMI must be approved by at least a majority of the members of the Investment Committee. Voss and Umberfield are also the President and Executive Vice President, respectively, of Nvest Companies.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such 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) SCMLP is a Delaware limited partnership. SCMI is a Delaware corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-Snyder and Umberfield are all citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser

Source of Funds

Amount

SCMLP

Funds Under Management*

$14,397,119**

 

 

 

*Represents funds of SCMLP's advisory clients invested in the Stock.
**Represents the aggregate purchase price of Stock held by SCMLP's advisory clients as of August 14, 2003.

Item 4. Purpose of Transaction

SCMLP acquired the Stock on behalf of its advisory clients for the purpose of investment. None of the Filers has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of SCMLP's advisory clients for the purpose of investment.

SCMLP may purchase at any time or times on behalf of its advisory clients additional shares of the Stock or other securities of the Issuer. SCMLP may at any time or times cause its advisory clients to dispose of any or all securities of the Issuer in any lawful manner. SCMLP's advisory clients reserve all of their rights as stockholders of the Issuer and may exercise those rights in any manner that they or SCMLP consider to be in the interests of such clients.

Item 5. Interest in Securities of the Issuer

To the knowledge of the Filers, the beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page. Murtaugh beneficially owns 1,000 shares of Stock, and has sole voting and dispositive power over those shares of Stock. The other Named Persons do not beneficially own any Stock.

The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since December 31, 2002:

Name

Purchase or Sale

Date

Number of Shares

Price Per Share

SCMLP

Sale

01/02/2003

2,000

1.570

SCMLP

Sale

01/03/2003

3,500

1.558

SCMLP

Sale

01/10/2003

3,500

1.650

SCMLP

Sale

02/10/2003

500

2.610

SCMLP

Sale

03/20/2003

1,300

2.400

SCMLP

Sale

04/02/2003

1,900

2.460

SCMLP

Sale

04/10/2003

1,300

2.460

SCMLP

Sale

05/02/2003

4,100

2.805

SCMLP

Sale

05/16/2003

62,000

4.843

SCMLP

Sale

05/16/2003

2,200

4.600

SCMLP

Sale

05/19/2003

1,300

4.750

SCMLP

Sale

05/19/2003

16,400

4.429

SCMLP

Sale

06/18/2003

5,400

5.310

SCMLP

Sale

06/20/2003

900

5.220

SCMLP

Sale

08/05/2003

5,900

6.672

SCMLP

Sale

08/05/2003

72,700

6.720

SCMLP

Sale

08/06/2003

70,100

6.805

SCMLP

Sale

08/07/2003

5,000

6.700

SCMLP

Sale

08/07/2003

11,000

6.727

SCMLP

Sale

08/11/2003

3,000

6.750

SCMLP

Sale

08/12/2003

185,000

6.640

SCMLP

Sale

08/13/2003

18,600

6.640

SCMLP

Sale

08/14/2003

177,100

6.633

Murtaugh has not effected any transactions in the Stock during the past sixty days.

SCMLP is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the class.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

SCMLP is a registered investment adviser. SCMLP's clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the various securities in which their assets are invested, including the Stock. Depending on SCMLP's agreement with each advisory client, the client may have no right, a shared right or an exclusive right to direct the voting of the Stock.

To the knowledge of the Filers, no single client holds more than 5% of the outstanding Stock.

The Filers are filing this Schedule 13D jointly as a group, but disclaim membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, with any other person not reporting on this Schedule 13D.

These securities are held directly by advisory funds to which SCMLP is investment adviser. The Filers disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

Item 7. Material to Be Filed as Exhibits

None.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 15, 2003

SNYDER CAPITAL MANAGEMENT, L.P.

By: Snyder Capital Management, Inc.
General Partner

By: /s/ Steven J. Block
Steven J. Block
Executive Vice President

SNYDER CAPITAL MANAGEMENT, INC.

By: /s/ Steven J. Block
Steven J. Block
Executive Vice President

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