-----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, CQLYQ2H6yH9240UmKBN6HP/Z5O/eWKmDvcZMzsDdQ5SniCqSZ3IfrtyIINiYAkxp d1oqlRuEUOJ0awaDPgQoKQ== 0000893220-03-001580.txt : 20030916 0000893220-03-001580.hdr.sgml : 20030916 20030916110348 ACCESSION NUMBER: 0000893220-03-001580 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030916 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-53669 FILM NUMBER: 03896919 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: 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 TO-C 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 SC TO-C 1 w89751csctovc.txt THE BON-TON STORES TO: ELDER-BEERMAN STORES CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE ELDER-BEERMAN STORES CORP. (Name of Subject Company (Issuer)) ELDER ACQUISITION CORP. THE BON-TON STORES, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 284470101 (Cusip Number of Class of Securities) James H. Baireuther The Bon-Ton Stores, Inc. 2801 East Market Street York, Pennsylvania 17402 Telephone: (717) 757-7660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: John M. Coogan, Jr. Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103 Telephone: (215) 977-2000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee* - -------------------------------------------------------------------------------- Not Applicable Not Applicable - -------------------------------------------------------------------------------- * A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing Party: Not applicable Date Filed: Not applicable [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] -2- (THE BONTON LOGO) NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Mary Kerr Divisional Vice President Corporate Communications (717) 751-3071 THE BON-TON TO ACQUIRE ELDER-BEERMAN YORK, PA.--SEPTEMBER 16, 2003--THE BON-TON STORES, INC. (NASDAQ: BONT) announced today that it has entered into a definitive merger agreement providing for The Bon-Ton's acquisition of The Elder-Beerman Stores Corp. (Nasdaq: EBSC) at a price of $8.00 per share in cash. Under the terms of the agreement, which has been approved by the boards of directors of both companies, The Bon-Ton will promptly commence a cash tender offer for all outstanding shares of Elder-Beerman, followed by a second step merger of Elder-Beerman with a Bon-Ton subsidiary. Among other things, completion of the tender offer is subject to: (i) the tender of at least two-thirds of the outstanding Elder-Beerman shares on a fully diluted basis, (ii) the availability of the proceeds of the financings under previously received commitment letters and (iii) applicable regulatory approvals. Tim Grumbacher, The Bon-Ton's Chairman and Chief Executive Officer, is enthusiastic about the proposed business combination. Mr. Grumbacher commented, "We are very pleased to have the opportunity to merge these two strong retail companies. The strategic and operational potential of this business combination is exceptional and the ability to add value for our shareholders is equally as compelling. The companies have a similar customer base and comparable merchandise offerings, as well as little or no geographic overlap across the secondary markets we serve. We look forward to expanding our partnerships with the vendor community, banks and other business partners, as we work toward the common goal of maximizing the potential of this acquisition." Headquartered in Dayton, Ohio, The Elder-Beerman Stores Corp. is the nation's ninth largest independent department store chain and operates 68 stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin, Pennsylvania and Iowa. The Bon-Ton Stores, Inc., headquartered in York, Pennsylvania, operates 72 department stores in targeted markets in Pennsylvania, New York, Maryland, New Jersey, Connecticut, Massachusetts, New Hampshire, Vermont and West Virginia. The stores carry a broad assortment of quality, brand-name fashion apparel and accessories for women, men and children, as well as distinctive home furnishings. Note: Statements made in this press release, other than statements of historical information, are forward looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Factors that could cause such differences include, but are not limited to, the possible failure to satisfy the conditions to the tender offer and the merger. THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF ELDER-BEERMAN OR THE BON-TON. THE BON-TON INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION TENDER OFFER DOCUMENTS WITH RESPECT TO THE PROPOSED TENDER OFFER. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ SUCH DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL INCLUDE IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF ANY DOCUMENTS FILED BY THE BON-TON WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE BON-TON AT 2801 EAST MARKET STREET, YORK, PA 17402, ATTN: INVESTOR RELATIONS. -4- -----END PRIVACY-ENHANCED MESSAGE-----