SC TO-T/A 1 w90522sctovtza.txt THE BON-TON STORES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO/A (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 (Offerors)) 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** -------------------------------------------------------------------------------- $92,683,656 $7,498.11 -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 11,585,457 (number of shares of common stock of subject company outstanding as of September 15, 2003 (according to the Agreement and Plan of Merger, dated as of September 15, 2003, by and among subject company and the filing persons) by $8.00 (the purchase price per share offered by Offeror). ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation [X] 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: $7,498.11 Filing Party: The Bon-Ton Stores, Inc. Elder Acquisition Corp. Form or Registration No.: Schedule TO Date Filed: September 23, 2003 [ ] 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. [ ] AMENDMENT NO. 2 TO SCHEDULE TO This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed on September 23, 2003 by The Bon-Ton Stores, Inc., a Pennsylvania corporation ("Parent"), and Elder Acquisition Corp., an Ohio corporation and a wholly owned subsidiary of Parent ("Purchaser"), relating to the purchase of all of the outstanding shares of common stock (the "Common Stock"), no par value, of The Elder-Beerman Stores Corp., an Ohio corporation (the "Company"), and the associated stock purchase rights (together with the Common Stock, the "Shares"), at a price of $8.00 per Share, net to the seller in cash, less any amount required by law to be withheld and paid to governmental entities, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2003, and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. The Schedule TO was amended and supplemented by Amendment No. 1 to the Schedule TO, which was filed with the Securities and Exchange Commission by Parent and Purchaser on October 6, 2003. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless otherwise defined herein, capitalized terms used but not otherwise defined herein have the meanings ascribed such terms in the Offer to Purchase. ITEM 12. EXHIBITS Item 12 is amended and supplemented as follows: (a)(11) Text of press release issued by Parent, dated October 8, 2003. -2- SIGNATURE After due 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 8, 2003 THE BON-TON STORES, INC. By: /s/ James H. Baireuther ------------------------------ Name: James H. Baireuther Title: Vice Chairman, Chief Administrative Officer and Chief Financial Officer ELDER ACQUISITION CORP. By: /s/ James H. Baireuther ------------------------------ Name: James H. Baireuther Title: Vice Chairman, Chief Administrative Officer and Chief Financial Officer -3- EXHIBIT INDEX (a)(1) Offer to Purchase dated September 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Text of press release issued by Parent, dated September 4, 2003.* (a)(8) Text of press release issued by Parent, dated September 10, 2003.* (a)(9) Text of press release issued by Parent, dated September 15, 2003.* (a)(10) Text of press release issued by Parent, dated September 16, 2003.* (a)(11) Text of press release issued by Parent, dated October 8, 2003. (b)(1) Commitment Letter from General Electric Capital Corporation, dated August 29, 2003.* (b)(2) First Amendment to Commitment Letter from General Electric Capital Corporation, dated September 10, 2003.* (b)(3) Second Amendment to Commitment Letter from General Electric Capital Corporation, dated September 12, 2003.* (b)(4) Commitment letter from Bank One, NA, dated August 29, 2003.* (b)(5) First Amendment to Commitment Letter from Bank One, NA, dated September 10, 2003.* (b)(6) Second Amendment to Commitment Letter from Bank One, NA, dated September 12, 2003.* (d)(1) Agreement and Plan of Merger, dated September 15, 2003, by and among The Bon-Ton Stores, Inc., Elder Acquisition Corp. and The Elder-Beerman Stores Corp.* (g) Not applicable. (h) Not applicable. * Previously filed. -4-