-----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, F4k6eMLlymX/oIVa0swdVnhI9/lxaB+I1wyykJXtg9G8SUbGYXnzv/dHJ8D3q/+Y MqALSvyvTYSi0UXP6gZCkA== 0000950152-03-008250.txt : 20030915 0000950152-03-008250.hdr.sgml : 20030915 20030912190559 ACCESSION NUMBER: 0000950152-03-008250 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030915 EFFECTIVENESS DATE: 20030915 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02788 FILM NUMBER: 03894683 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 DEFA14A 1 l03074adefa14a.txt THE ELDER-BEERMAN STORES CORP. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: Preliminary Proxy Statement |_| Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Under Rule 14a-12 |X| THE ELDER-BEERMAN STORES CORP. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A |_| Fee paid previously with preliminary materials: N/A |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A Press Release The Elder-Beerman Stores Corp. Amends Its Merger Agreement with Wright Holdings, Inc. to Increase Merger Price to $7.80 per share DAYTON, Ohio - September 12, 2003 - The Elder-Beerman Stores Corp. (Nasdaq:EBSC) today announced that it amended its existing merger agreement with Wright Holdings, Inc. to increase the consideration payable to Elder-Beerman shareholders by Wright Holdings from $7.05 per share in cash to $7.80 per share in cash. Wright Holdings has also provided to us copies of revised commitment letters from its financing sources to reflect the increased consideration. Elder Beerman also announced that under its merger agreement, as amended, it will no longer be subject to the same restrictions on its ability to engage in discussions and negotiations with The Bon-Ton Stores, Inc. In consideration for the price increase and the ability to engage in negotiations, Elder-Beerman agreed to increase by $500,000 both the cap on its payment obligations for the reimbursement of expenses and the termination fee that may become payable under certain circumstances if the merger agreement with Wright Holdings were terminated. The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 68 stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. For more information about the company see Elder-Beerman's web site at www.Elder-Beerman.com. Elder-Beerman and certain of its directors and officers may be deemed to be participants in the solicitation of proxies for the special meeting of shareholders relating to the merger agreement. Elder-Beerman has filed with the Securities and Exchange Commission a preliminary proxy statement and, when finalized, will mail to its shareholders a definitive proxy statement for the special meeting of shareholders. The proxy statement does and will contain important information regarding the participants in the solicitation and other important information about the merger agreement and the proposed merger. Elder-Beerman has also filed with the Securities and Exchange Commission a Transaction Statement on Schedule 13E-3 relating to the merger agreement and the proposed merger. Shareholders of Elder-Beerman are advised to read Elder-Beerman's proxy statement for the special meeting of shareholders when finalized because it contains important information. Shareholders of Elder-Beerman may obtain, free of charge, when they become available copies of Elder-Beerman's definitive proxy statement and other documents filed by Elder-Beerman with the Securities and Exchange Commission at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. These documents may also be obtained free of charge by calling investor relations at Elder-Beerman at 937/296-7339. Contact: The Elder-Beerman Stores Corp. Edward Tomechko, 937/296-2683 or Gloria Siegler, 937/296-7339 -----END PRIVACY-ENHANCED MESSAGE-----