-----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, BslNsIhDAD56O2iMu1Ml7E23ku6lNA2G9IY1DVF2lYmbTzY+Fs5hlt4X9xqx0gkz 1BEcSctopAY5ZTEoRhwfvg== 0001036050-99-002110.txt : 19991019 0001036050-99-002110.hdr.sgml : 19991019 ACCESSION NUMBER: 0001036050-99-002110 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BON TON STORES INC CENTRAL INDEX KEY: 0000878079 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 232835229 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41835 FILM NUMBER: 99729927 BUSINESS ADDRESS: STREET 1: 2801 E MARKET ST CITY: YORK STATE: PA ZIP: 17402-2406 BUSINESS PHONE: 7177577660 MAIL ADDRESS: STREET 1: P O BOX 2821 CITY: YORK STATE: PA ZIP: 17405-2821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUMBACHER M THOMAS CENTRAL INDEX KEY: 0000938690 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2801 E MARKET STREET CITY: YORK STATE: PA ZIP: 17402 BUSINESS PHONE: 7177577660 MAIL ADDRESS: STREET 1: 2801 E MARKET STREET CITY: YORK STATE: PA ZIP: 17402 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) THE BON-TON STORES, INC. ----------------------------------------------------------------- (Name of Issuer) COMMON STOCK -------------------------------------------------------- (Title of Class of Securities) 09776J 10 1 _____________________________________________________________ (CUSIP Number) Henry F. Miller, Esquire, Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, Philadelphia, PA 19103, (215) 977-2182 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 6, 1999 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - --------------------- 1 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 disclosures provided in a prior cover page. The information required on 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 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). CUSIP No. 09776J 10 1 13D Page 2 of 6 Pages ----------------------- 1. NAME OF REPORTING PERSON: M. THOMAS GRUMBACHER 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* -- PF, OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A. NUMBER OF 7. SOLE VOTING POWER - 4,215,383 SHARES BENEFICIALLY 8. SHARED VOTING POWER - 185,773 OWNED BY EACH 9. SOLE DISPOSITIVE POWER - 4,215,383 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER - 185,773 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 4,401,156 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 28.8% 14. TYPE OF REPORTING PERSON* -- IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 09776J 10 1 13D Page 3 of 6 Pages ----------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $.01 par value (the "Common Stock"), of The Bon-Ton Stores, Inc. (the "Company"), a Pennsylvania corporation with principal executive offices at 2801 E. Market Street, York, Pennsylvania 17402. The Company has one other series of common stock: Class A common stock, $.01 par value (the "Class A Stock"). Each share of Class A Stock is convertible, at the option of its holder, into one share of Common Stock. This statement constitutes the initial filing of a Schedule 13D with respect to the Common Stock beneficially owned by M. Thomas Grumbacher. ITEM 2. IDENTITY AND BACKGROUND (a) Name of person filing: M. Thomas Grumbacher (b) Business address: 2801 E. Market Street, York, Pennsylvania 17402 (c) M. Thomas Grumbacher's present principal occupation is Chairman of the Board of the Company. (d) M. Thomas Grumbacher has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. (e) M. Thomas Grumbacher has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction or 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) Citizenship: U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Grumbacher used his personal funds and funds held for his benefit in The Bon-Ton Department Stores, Inc. Profit Sharing/Retirement Savings Plan (the "401(k) Plan") to purchase 322,233 shares of Common Stock during the period from August 2, 1999 through and including August 6, 1999. The purchase price per share for such shares ranged from $5.4375 to $5.5625. These shares are held in self-directed brokerage accounts under the 401(k) Plan. Mr. Grumbacher used his personal funds to purchase 1,167 shares of Common Stock, in an open market transaction, on August 6, 1999. The purchase price per share for such shares was $5.50. CUSIP No. 09776J 10 1 13D Page 4 of 6 Pages ----------------------- Mr. Grumbacher used his personal funds to purchase 75,000 shares of Common Stock from the York Council of Jewish Charities on September 21, 1999. The purchase price per share for such shares was $5.00. ITEM 4. PURPOSE OF TRANSACTION The purpose of Mr. Grumbacher's acquisition of shares of Common Stock in August and September 1999 is for investment. Mr. Grumbacher intends from time to time to review his ownership position in the Company and may, based on such factors as he deems relevant, seek to acquire additional shares of Common Stock, dispose of shares of Common Stock, or take any of the actions set forth in items (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Grumbacher is the beneficial owner of an aggregate of 4,401,156 shares of Common Stock, which comprises 28.8% of the outstanding shares of Common Stock, as calculated in accordance with Rule 13d-3(d)(1). Specifically, Mr. Grumbacher beneficially owns, and is the record holder of, 1,463,997 shares of Common Stock and 2,406,253 shares of Class A Stock. Each share of Class A Stock owned by Mr. Grumbacher is convertible, at his option, into one share of Common Stock. Mr. Grumbacher also beneficially owns 322,233 shares of Common Stock held in self-directed brokerage accounts, for his benefit, under the 401(k) Plan; the 401(k) Plan is the record holder of such shares. Mr. Grumbacher also beneficially owns 22,900 shares of Common Stock as a result of his ownership of options to purchase 22,900 shares of Common Stock, which options are presently exercisable. Mr. Grumbacher also beneficially owns 185,773 shares of Common Stock in his capacity as one of three directors of a charitable foundation (the "Foundation") which owns 185,773 shares of Common Stock. The other directors of the Foundation are Mr. Grumbacher's spouse, Nancy T. Grumbacher ("Nancy Grumbacher") and David J. Kaufman ("Kaufman"). Nancy Grumbacher is a trustee of three trusts, each created under an Indenture of Trust of M. Thomas Grumbacher dated March 9, 1989 (the "1989 Trusts"), and three trusts each created under an Indenture of Trust of M. Thomas Grumbacher dated June 21, 1993 (the "1993 Trusts"). Each of the 1989 Trusts and the 1993 Trusts is created for the benefit of one of Mr. Grumbacher's three adult children. The 1989 Trusts own 321,504 shares of Common Stock and 545,237 shares of Class A Stock, and the 1993 Trusts own 24,950 shares of Common Stock. As a result of the capacity of Nancy Grumbacher as a trustee of the 1989 Trusts and the 1993 Trusts, M. Thomas Grumbacher may be deemed to be a beneficial owner of the shares of Common Stock and Class A Stock owned by such trusts. Mr. Grumbacher hereby disclaims beneficial ownership of the shares of Common Stock and Class A Stock owned by the Trusts. (b) Mr. Grumbacher has sole voting and dispositive power with respect to 1,809,130 shares of Common Stock and 2,406,253 shares of Class A Stock, and shared voting CUSIP No. 09776J 10 1 13D Page 5 of 6 Pages ----------------------- and dispositive power, with Nancy Grumbacher and Mr. Kaufman, with respect to 185,773 shares of Common Stock. The address of Nancy Grumbacher is 460 Country Club Road, York, Pennsylvania 17403. Ms. Grumbacher is presently not employed. Ms. Grumbacher has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she 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. Ms. Grumbacher is a citizen of the United States. The business address of Mr. Kaufman is Wolf, Block, Schorr and Solis- Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103. Mr. Kaufman's present principal occupation is counsel to Wolf, Block, Schorr and Solis-Cohen LLP. Mr. Kaufman has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Mr. Kaufman is a citizen of the United States. (c) During the period from August 2, 1999 through and including August 6, 1999, Mr. Grumbacher purchased, in open market transactions, through self- directed brokerage accounts under the 401(k) Plan, 322,233 shares of the Common Stock. The purchase price per share for such shares of Common Stock ranged from $5.4375 to $5.5625. On August 6, 1999, Mr. Grumbacher purchased, in an open market transaction, 1,167 shares of Common Stock. The purchase price per share for such shares was $5.50. On September 21, 1999, Mr. Grumbacher purchased 75,000 shares of the Common Stock from the York Council of Jewish Charities. The purchase price per share for such shares was $5.00. (d) The 1989 Trusts have the right to receive dividends from, and the proceeds from the sale of, 321,504 shares of the Common Stock and 545,237 shares of the Class A Stock, and the 1993 Trusts have the right to receive dividends from, and the proceeds from the sale of, 24,950 shares of Common Stock. The trustees of such trusts have the power to direct the receipt of dividends from, and the proceeds from the sale of, such shares; Nancy Grumbacher, David R. Glyn and Henry F. Miller are the trustees of the 1989 Trusts and Nancy Grumbacher and Henry F. Miller are the trustees of the 1993 Trusts. The Foundation has the right to receive dividends from, and the proceeds from the sale of, 185,773 shares of Common Stock. The directors of the Foundation, Mr. Grumbacher, Nancy Grumbacher and Mr. Kaufman, have the power to direct the receipt of dividends from, and the proceeds from the sale of, such shares. CUSIP No. 09776J 10 1 13D Page 6 of 6 Pages ----------------------- (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Shareholders' Agreement (the "Class A Shareholders Agreement") by and among the Company and the holders of shares of the Class A Stock (the "Class A Shareholders") imposes restrictions on the transfer of shares of Class A Stock by the Class A Shareholders, grants Mr. Grumbacher a right of first refusal, in the event that a Class A Shareholder desires to transfer shares of Class A Stock, and a right of first purchase, in the event that a Class A Shareholder desires to transfer, during any three month period, shares of Class A Stock if such shares do not, in the aggregate, exceed one percent (1%) of the issued and outstanding shares of capital stock of the Company, allows the free transfer of shares of Class A Stock to one or more beneficiaries of the Trusts or any other trust established for the benefit of one or more of the beneficiaries of the Trusts and limits the rights of the Class A Shareholders to convert shares of Class A Stock into shares of Common Stock. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The Class A Shareholders' Agreement (incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 33-42142). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 18, 1999 /S/ M. THOMAS GRUMBACHER -------------------------------------- Name: M. Thomas Grumbacher -----END PRIVACY-ENHANCED MESSAGE-----