-----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, DTxVgz9peBDeE4kw+iFCksHZQoeG2jZqx4YIVzRT2gBhsTT7eKojpBOC9BX8GCb5 CoQWUOcznq+Y3uBPM+nL9g== 0000950152-03-006394.txt : 20030626 0000950152-03-006394.hdr.sgml : 20030626 20030626152751 ACCESSION NUMBER: 0000950152-03-006394 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02788 FILM NUMBER: 03758542 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 11-K 1 l01678ae11vk.txt ELDER-BEERMAN STORES 11-K/FINAN. PARTNERSHIP PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _________ to _________ COMMISSION FILE NUMBER: 0-02788 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: THE ELDER-BEERMAN STORES CORP. 3155 EL-BEE ROAD DAYTON, OHIO 45439 REQUIRED INFORMATION Financial Statements. The following financial statements and schedules are filed as part of this annual report and appear immediately after the signature page hereof: 1. Independent Auditors Report 2. Statements of Net Assets Available for Benefits 3. Statement of Changes in Net Assets Available for Benefits 4. Notes to Financial Statements 5. Supplemental Schedule as of December 31, 2002 Schedule H, line 4i - Schedule of Assets Held at End of Year Exhibits. The following exhibits are filed as a part of this annual report: Exhibit 23.1 Consent of Deloitte & Touche LLP Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN Date: June 26, 2003 /s/Steven D. Lipton ---------------------------------------- Steven D. Lipton, Member The Elder-Beerman Stores Corp. Financial Partnership Plan Committee -2- THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN Financial Statements as of December 31, 2002 and 2001 and for the Year Ended December 31, 2002 and Supplemental Schedule as of December 31, 2002 and Independent Auditors' Report THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN TABLE OF CONTENTS - ----------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEAR ENDED DECEMBER 31, 2002: Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 6 SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002-- Schedule H, line 4i--Schedule of Assets Held at End of Year 8 INDEPENDENT AUDITORS' REPORT The Elder-Beerman Stores Corp. Financial Partnership Plan Committee We have audited the accompanying statements of net assets available for benefits of The Elder-Beerman Stores Corp. Financial Partnership Plan (the "Plan") as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, listed in the table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP June 12, 2003 Dayton, Ohio THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 AND 2001 - --------------------------------------------------------------------------------
2002 2001 INVESTMENTS, at fair value: American Century Strategic Moderate Fund $ 8,146,348 $ 9,851,207 Van Kampen Comstock Fund 7,048,448 Oppenheimer Capital Appreciation Fund 6,146,696 INVESCO Stable Value Trust Fund 5,914,082 American Century Strategic Conservative Fund 4,306,437 4,712,472 American Century Value Fund 2,788,570 3,376,150 Putnam International Growth Fund 2,055,301 American Century Strategic Aggressive Fund 1,987,053 2,488,283 Baron Growth Fund 934,618 Elder-Beerman Stock Fund 526,314 987,870 SSGA S&P 500 Index Fund 50,148 MFS Mid Cap Growth Fund 25,833 American Century Ultra Fund 9,658,627 American Century Income and Growth Fund 9,205,164 American Century Stable Asset Fund 4,557,855 American Century International Growth Fund 2,468,999 Participant Loans 1,494,923 1,568,907 ----------- ----------- Total investments 41,424,771 48,875,534 RECEIVABLES: Employer contributions 1,014,300 1,383,430 Employee contributions 137,163 136,451 ----------- ----------- Total receivables 1,151,463 1,519,881 ----------- ----------- PAYABLES 26,750 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $42,549,484 $50,395,415 =========== ===========
See notes to financial statements. -2- THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- ADDITIONS: Dividends and interest $ 940,106 Contributions: Employer 804,821 Employee 3,047,009 Rollover 323 ----------- Total contributions 3,852,153 ----------- Total additions 4,792,259 ----------- DEDUCTIONS: Benefits paid to participants 4,655,303 Investment and administrative expenses 144,493 Net depreciation in fair value of investments 7,838,394 ----------- Total deductions 12,638,190 ----------- NET DECREASE 7,845,931 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 50,395,415 ----------- End of year $42,549,484 ===========
See notes to financial statements. -3- THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- A. DESCRIPTION OF PLAN The following brief description of The Elder-Beerman Stores Corp. Financial Partnership Plan (the "Plan") is provided for general information only. Participants should refer to the Summary Plan Description for more complete information. GENERAL--The Plan is a defined-contribution plan covering all employees of the Elder-Beerman Stores Corp. (the "Company") and its affiliates who have been credited with 1,000 or more hours of service during a year and are age 18 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS--All employees who make contributions into the Plan and are active on the last day of the Plan year are eligible to receive a matching contribution. The matching contribution is based on the first 6% of compensation. The Company makes additional matching contributions by determining its level of profitability and comparing it to a pre-determined contribution table. PARTICIPANTS' ACCOUNTS--Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution and his/her proportionate share of the Company's contribution, actual earnings and charged with an allocation of administrative expenses. Allocations are based on each participant's compensation, as provided in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Effective January 1, 2002, the Plan was amended to limit the maximum annual participant contributions to the lesser of $30,000 or 25% of the participant's compensation for the Plan year. VESTING--Participants are immediately vested in their pre-tax contributions to the Plan, plus actual earnings thereon. Vesting in any of the Company's contribution plus actual earnings thereon, is in accordance with a five year graded vesting schedule (20% after 1 year of service, 40% after 2 years of service, 60% after 3 years of service, 80% after 4 years of service, and 100% after 5 years of service). Forfeited balances of terminated participants are used to reduce future Company contributions and/or pay plan expenses. INVESTMENT OPTIONS--Upon enrollment in the Plan, a participant may direct investment of his/her 401(k) deferrals or any existing account balance in any of twelve investment options. Participants may change their investment options or redirect existing balances at any time during the plan year. PAYMENT OF BENEFITS--On termination of service for any reason, a participant may elect to receive either a single lump-sum distribution or a rollover distribution payment into an eligible retirement account. A participant may generally elect to receive a distribution of his entire Vested Interest under the Plan in installments over a period not to exceed five years. Eligible participants may elect to receive a hardship distribution of all or a portion of his Vested Interest under the Plan. -4- PARTICIPANT LOANS--The Plan allows participants to apply for and obtain loans in an amount (not less than $500 and not more than the lesser of 50% of the participant's account balance or $50,000) from the balance of the participant's account. All loans must be repaid within five years. Plan loans are secured by the balance in the participant's account and bear interest at a rate determined by the Company from time to time. Payments of principal and interest are generally made by payroll deduction and are credited to the participant's account. B. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING--The financial statements of the Plan are prepared using the accrual method of accounting. USE OF ESTIMATES--The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's investments are stated at fair value. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. The Company stock is valued at its quoted market price. Participant notes receivable are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. ADMINISTRATIVE EXPENSES--Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. A significant amount of the Plan's administrative and legal expenses are paid and/or reimbursed by the Plan Sponsor. Administrative expenses for the trustees and other fees are paid directly by the Plan. PAYMENT OF BENEFITS--Benefits are recorded when paid. -5- C. INVESTMENTS The Plan's investments that represent five percent or more of the Plan's net assets available for benefits as of December 31, 2002 and 2001, are as follows:
2002 2001 American Century Strategic Moderate Fund $8,146,348 $9,851,207 Van Kampen Comstock Fund 7,048,448 Oppenheimer Capital Appreciation Fund 6,146,696 INVESCO Stable Value Trust Fund 5,914,082 American Century Strategic Conservative Fund 4,306,437 4,712,472 American Century Value Fund 2,788,570 3,376,150 American Century Ultra Fund 9,658,627 American Century Income and Growth Fund 9,205,164 American Century Stable Asset Fund 4,557,855
During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $7,838,394 as follows: Mutual funds $7,545,091 Common stock 293,303 ---------- Total $7,838,394 ==========
D. INCOME TAX STATUS The Internal Revenue Service ("IRS") issued a favorable determination letter dated July 29, 2002, stating that the Plan, as then amended, was in compliance with the applicable requirements of the Internal Revenue Code. E. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all benefits will become vested and will be distributed to participants and beneficiaries. ****** -6- SUPPLEMENTAL SCHEDULE -7- THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN
SCHEDULE H, LINE 4i--SCHEDULE OF INVESTMENTS HELD AT END OF YEAR DECEMBER 31, 2002 - ---------------------------------------------------------------------------------------------------------------------------------- (b) (c) IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING (e) BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, FAIR (a) SIMILAR PARTY COLLATERAL, PAR OR MATURITY DATE VALUE Common/Collective Trusts: SSGA S&P 500 Index Fund 325 shares $ 50,148 INVESCO Stable Value Trust Fund 5,914,082 shares 5,914,082 Mutual Funds: Baron Growth Fund 34,744 shares 934,618 American Century Strategic Conservative Fund 887,925 shares 4,306,437 Putnam International Growth Fund 125,247 shares 2,055,301 MFS Mid Cap Growth Fund 4,564 shares 25,833 Oppenheimer Capital Appreciation Fund 205,506 shares 6,146,696 American Century Value Fund 468,667 shares 2,788,570 Van Kampen Comstock Fund 571,187 shares 7,048,448 American Century Strategic Aggressive Fund 361,282 shares 1,987,053 American Century Strategic Moderate Fund 1,551,685 shares 8,146,348 * The Elder-Beerman Stores Corp. Common stock, 292,396 shares 526,314 Participant loans Collateralized by participant's account (5.2%-10.5%, maturing at various dates throughout 2008) 1,494,923 ----------- $41,424,771
* Party-in-interest. Column (d) has been omitted because it is not applicable. -8- EX-23.1 3 l01678aexv23w1.txt EXHIBIT 23.1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-58259 of The Elder-Beerman Stores Corp. on Form S-8 of our report dated June 12, 2003, appearing in this report on Form 11-K of The Elder-Beerman Stores Corp. Financial Partnership Plan for the year ended December 31, 2002. /s/ Deloitte & Touche LLP - -------------------------- DELOITTE & TOUCHE LLP Dayton, Ohio June 26, 2003 EX-99.1 4 l01678aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned members of The Elder-Beerman Stores Corp. Financial Partnership Plan Committee, do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge: (1) The Annual Report on Form 11-K (the "Report") of The Elder-Beerman Stores Corp. Financial Partnership Plan (the "Plan") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 26, 2003 /s/ Steven D. Lipton - ----------------------------------------- Steven D. Lipton Member, The Elder-Beerman Stores Corp. Financial Partnership Plan Committee /s/ Dennis R. Clouser - ----------------------------------------- Dennis R. Clouser Member, The Elder-Beerman Stores Corp. Financial Partnership Plan Committee -----END PRIVACY-ENHANCED MESSAGE-----