-----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, P+IOG2zm8aFHQxmf1nNs9dg3msKP8Wj2hupRH7THv1AAzqss98OXxFnQdkZvvxEd +GXwjS/ZYBRaim+HSC5w6Q== /in/edgar/work/0000950152-00-007239/0000950152-00-007239.txt : 20001013 0000950152-00-007239.hdr.sgml : 20001013 ACCESSION NUMBER: 0000950152-00-007239 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELDER BEERMAN STORES CORP CENTRAL INDEX KEY: 0000032020 STANDARD INDUSTRIAL CLASSIFICATION: [5311 ] IRS NUMBER: 310271980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-53669 FILM NUMBER: 738787 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELDER BEERMAN STORES CORP CENTRAL INDEX KEY: 0000032020 STANDARD INDUSTRIAL CLASSIFICATION: [5311 ] IRS NUMBER: 310271980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC TO-I/A 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 SC TO-I/A 1 l84326ascto-ia.txt THE ELDER-BEERMAN STORES CORP. AMD#5 SC TO-I/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 ----------------------- THE ELDER-BEERMAN STORES CORP. (Name of Issuer) THE ELDER-BEERMAN STORES CORP. (ISSUER) (Name of Filing Person (identifying status as Offeror, Issuer or Other Person)) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 284470101 (CUSIP Number of Class of Securities) ----------------------- Scott J. Davido Executive Vice President--Chief Financial Officer, Treasurer and Secretary The Elder-Beerman Stores Corp. 3155 El-Bee Road Dayton, Ohio 45439 (937) 296-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ----------------------- Copy to: Lyle G. Ganske Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 ----------------------- 2 [ ] Check the 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 date of its filing. Amount Previously Paid: Filing Party: ------------------- ---------------- Form or Registration No.: Date Filed: ----------------- ------------------ [ ] 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: [ ] third-party tender offer subject to Rule 14d-1. [X] 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: [X] 3 This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 8, 2000 (the "Schedule TO") by The Elder-Beerman Stores Corp., an Ohio corporation. The Schedule TO relates to the offer by Elder-Beerman Stores to purchase up to 3,333,333 shares of its outstanding common stock, without par value, including the preferred share purchase rights (the "Shares"), at a purchase price not in excess of $6.00 nor less than $4.50 per Share, net to the seller in cash, without interest, as specified by the shareholders tendering their Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 2000 (the "Offer to Purchase"), and in the related letter of transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer"). The Offer to Purchase, a copy of which was previously filed with the Schedule TO as Exhibit (a)(1)(A), is hereby amended as follows. The information set forth in the Offer to Purchase and the related letter of transmittal is incorporated in this Schedule TO by reference. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO, as amended, is hereby amended and supplemented by adding the following language: The tender offer expired at 12:00 midnight, New York City time, on Thursday October 5, 2000. Elder-Beerman accepted for payment a total of 3,462,363 shares at a purchase price of $5.00 per share. As of October 5, 2000, Elder-Beerman had 14,899,689 shares outstanding. Following the purchase of shares in the offer, Elder-Beerman will have approximately 11,437,326 shares outstanding. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO, as amended, is hereby amended and supplemented by adding the following language: On October 12, 2000, Elder-Beerman issued a press release announcing the final results of the offer, a copy of which is filed as Exhibit (a)(5)(E) hereto. ITEM 12. EXHIBITS. *(a)(1)(A) Offer to Purchase, dated September 8, 2000 *(a)(1)(B) Letter of Transmittal *(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(E) Notice of Guaranteed Delivery *(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 *(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp. Financial Partnership Plan *(a)(2)-(4) Not applicable *(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000 *(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000 *(a)(5)(C) Press release issued by Elder-Beerman on October 6, 2000 *(a)(5)(D) Press release issued by Elder-Beerman on October 9, 2000 (a)(5)(E) Press release issued by Elder-Beerman on October 12, 2000 4 *(b)(1) Amended and Restated Credit Agreement, dated as of May 19, 2000, among The Elder-Beerman Stores Corp., as Borrower and the Lenders Party Thereto, Citibank, N.A., as Issuer and Citicorp USA, Inc., as Agent and Swing Loan Bank (previously filed on June 13, 2000 as Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly period ended April 29, 2000 and incorporated herein by reference) (g) Not applicable (h) Not applicable - ------------- *previously filed 5 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. Date: October 12, 2000 THE ELDER-BEERMAN STORES CORP. By: /s/ Scott J. Davido ------------------------------------ Name: Scott J. Davido Title: Executive Vice President -- Chief Financial Officer, Treasurer and Secretary 6 EXHIBIT INDEX *(a)(1)(A) Offer to Purchase, dated September 8, 2000 *(a)(1)(B) Letter of Transmittal *(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *(a)(1)(E) Notice of Guaranteed Delivery *(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 *(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp. Financial Partnership Plan *(a)(2)-(4) Not applicable *(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000 *(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000 *(a)(5)(C) Press release issued by Elder-Beerman on October 6, 2000 *(a)(5)(D) Press release issued by Elder-Beerman on October 9, 2000 (a)(5)(E) Press release issued by Elder-Beerman on October 12, 2000 *(b)(1) Amended and Restated Credit Agreement, dated as of May 19, 2000, among The Elder-Beerman Stores Corp., as Borrower and the Lenders Party Thereto, Citibank, N.A., as Issuer and Citicorp USA, Inc., as Agent and Swing Loan Bank (previously filed on June 13, 2000 as Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly period ended April 29, 2000 and incorporated herein by reference) (g) Not applicable (h) Not applicable - ------------- *previously filed EX-99.A.5.E 2 l84326aex99-a_5e.txt EXHIBIT (A)5(E) 1 Exhibit (a)(5)(E) NEWS [ELDER-BEERMAN LOGO] RELEASE ================================================================================ 3155 El-Bee Rd. o Box 1448 o Dayton, OH 45401-1448 o 937-296-2700 o FAX 937-296-4625 FOR MORE INFORMATION: Scott J. Davido Executive Vice President, Chief Financial Officer (937) 296-2683 ELDER-BEERMAN ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER DAYTON, OHIO, OCTOBER 12, 2000 -- The Elder-Beerman Stores Corp. (NASDAQ: EBSC) today announced the final results of its self-tender offer, which expired at 12:00 midnight, New York City time, on Thursday October 5, 2000. Elder-Beerman commenced the tender offer on September 8, 2000 to purchase up to 3,333,333 shares of its common stock at a price between $4.50 and $6.00 per share, net to the seller in cash, without interest. Based on the final count by the depositary for the tender offer, Elder-Beerman accepted for payment under applicable securities laws 3,462,363 shares, representing approximately 23.2 percent of the outstanding shares, at a purchase price of $5.00 per share. All shares properly tendered at or below $5.00 were accepted for payment, and proration of such shares will not be necessary. Payment for the shares accepted for purchase and return of all other shares tendered but not accepted for payment will occur promptly by the depositary. As a result of completing the tender offer, Elder-Beerman will have approximately 11,437,326 shares of common stock outstanding. The dealer-manager for tender offer was Wasserstein Perella & Co. The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 62 department stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two furniture superstores. Elder-Beerman has announced it will open a new concept store in Jasper, Indiana in November of 2000. 2 This press release contains "forward-looking statements," which are identified by words such as "expects," "intends," and variations of such words and similar expressions. Because forward-looking statements are based on a number of beliefs, estimates and assumptions by management that could ultimately prove inaccurate, there is no assurance that forward-looking statements will prove to be accurate. Many factors could affect Elder-Beerman's actual future operations and results, including the following: changes in its stock price; changes in operating results; the continued availability and terms of financing; and other general economic conditions that affect retail operations and sales, such as increasing price and product competition; fluctuations in consumer demand and confidence; the availability and mix of inventory; fluctuations in costs and expenses; the effectiveness of merchandising strategies, advertising, marketing and promotional programs; the ability of the company to achieve its expense cutting initiatives; the timing and effectiveness of new store openings; the growing impact of electronic commerce; weather conditions that affect consumer traffic in stores; the continued availability and terms of financing; the outcome of pending and future litigation; consumer debt levels; inflation and interest rates and the condition of the capital markets. Elder-Beerman undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----