-----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, Ah69TIkq6MdVUTd55C3lylpg7NErQhH7IyAQw3/WswVggiouOwWvTEl4Zv+M1dIL E1bPKaFLUrkJDc8FAUtGXw== /in/edgar/work/20000628/0000893220-00-000804/0000893220-00-000804.txt : 20000920 0000893220-00-000804.hdr.sgml : 20000920 ACCESSION NUMBER: 0000893220-00-000804 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BON TON STORES INC CENTRAL INDEX KEY: 0000878079 STANDARD INDUSTRIAL CLASSIFICATION: [5311 ] IRS NUMBER: 232835229 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19517 FILM NUMBER: 663515 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 11-K 1 e11-k.txt 11-K REPORT 12/31/1999 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 Commission File Number 33-43105 Title of Plan THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING / RETIREMENT SAVINGS PLAN ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN THE BON-TON STORES, INC. 2801 EAST MARKET STREET YORK, PENNSYLVANIA 17402 (717) 757-7660 2 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 TOGETHER WITH AUDITORS' REPORT 3 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998
Page ---- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits -- December 31, 1999 and 1998 2 Statement of Changes in Net Assets Available for Plan Benefits -- For the Years Ended December 31, 1999 and 1998 3 NOTES TO FINANCIAL STATEMENTS 4 SCHEDULES: I. Item 27(a)--Schedule of Assets Held for Investment Purposes as of December 31, 1999 9
4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of The Bon-Ton Department Stores, Inc. Profit Sharing/Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of The Bon-Ton Department Stores, Inc. Profit Sharing/Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 plan benefits as of December 31, 1999 and 1998, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 index to financial statements, 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 has been subjected to the auditing procedures applied in the 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. /s/ Arthur Andersen LLP Lancaster, Pa., June 23, 2000 5 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1999 and 1998
December 31 ------------------------------ 1999 1998 ----------- ----------- ASSETS: Cash $ 37,232 $ 18,235 Contributions receivable- Employer and employee/participant 2,412,701 2,106,678 Interest and dividend receivables 10,284 12,146 Investments, at fair value 51,672,161 46,329,901 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $54,132,378 $48,466,960 =========== ===========
The accompanying notes are an integral part of these financial statements. -2- 6 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 and 1998
For the Year Ended -------------------------------- 1999 1998 ------------ ------------ ADDITIONS TO NET ASSETS: Contributions- Employer $ 2,084,597 $ 2,019,870 Employee/participant 3,938,234 3,604,202 ------------ ------------ Total contributions 6,022,831 5,624,072 ------------ ------------ Investment income- Unrealized appreciation in fair market value 1,000,206 465,198 Dividends and interest 2,574,060 2,144,293 Realized gains (losses) 174,659 (76,617) ------------ ------------ Total investment income 3,748,925 2,532,874 ------------ ------------ Total additions 9,771,756 8,156,946 ------------ ------------ DEDUCTIONS FROM NET ASSETS: Benefit payments and withdrawals 3,933,454 4,300,488 Administrative expenses 172,884 173,089 ------------ ------------ Total deductions 4,106,338 4,473,577 ------------ ------------ INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 5,665,418 3,683,369 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 48,466,960 44,783,591 ------------ ------------ End of year $ 54,132,378 $ 48,466,960 ============ ============
The accompanying notes are an integral part of these financial statements. -3- 7 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 1. DESCRIPTION OF PLAN: The following description of The Bon-Ton Department Stores, Inc. Profit Sharing/Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering substantially all employees of The Bon-Ton Department Stores, Inc. (the "Company") who have completed one year of service, worked 1,000 hours and are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Employee Contributions Eligible employees may elect to make basic contributions from 1% to 15% of their compensation. The Plan has additional limitations on pretax contributions for highly compensated participants. For the Plan years 1999 and 1998, a highly compensated participant, as defined by the Plan, is a participant with an annual salary equal to or greater than $80,000. Employer Contributions The Plan's profit sharing contributions are made at the Company's discretion out of the annual current earnings of the Company subsequent to the close of the Company's fiscal year. Contributions are paid to the designated trustee of the Plan and are subject to certain limitations as dictated by the Internal Revenue Code (IRC). Profit sharing contributions are allocated to each participant's account based upon the investment elections chosen by them. These contributions are allocated following the last day of the Plan year in the ratio which the participant's compensation for the Plan year plus the participant's compensation in excess of 40% of the Social Security Wage Base for the Plan year bears to the total compensation for the Plan year plus the total compensation in excess of 40% of the Social Security Wage Base for the Plan year of all eligible participants. The maximum amount which may be allocated to any member is 4.3% of the sum of the participant's compensation for the Plan year plus the participant's compensation over 40% of the Social Security Wage Base for the Plan year. -4- 8 Matching employer contributions are at the discretion of the Board of Directors and cannot exceed 5% of the participant's compensation. These contributions are allocated to the respective investments based upon the allocations chosen by the participant. During 1999 and 1998, the Company's matching contributions as a percentage of the employees' pretax contributions were 30% and 20%, respectively. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of: (a) the employer's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Profit Sharing forfeitures are allocated on the same basis as profit sharing contributions, and retirement savings plan forfeitures are allocated on the same basis as retirement savings plan contributions. Investments Investment of the participants' and the Company's contributions, both matching and profit sharing, are allocated at the discretion of the participant. Vesting Participants are fully vested as to their own contributions. With regard to employer matching contributions, the Plan has adopted a three-year cliff vesting policy, which provides for 100% vesting after three years of service. Participants' interest in profit sharing contributions are fully vested after five years of service. Participant Loans Effective July 1, 1999, participants may borrow from the Plan in an amount not to exceed 50% of the participant's vested account balance. In no event can the participant borrow more than $50,000 or less than $1,000. Loans are for a period not to exceed five years and bear interest at prime plus one percent (9.5% at December 31, 1999). Benefit Payments Participants may make withdrawals from their employee pretax contribution accounts at any time after age 59-1/2 or at any time for economic hardship, as defined by the Plan. After-tax employee contributions may be withdrawn at any time. Upon termination of employment, participants are entitled to receive the entire balance in their employee account and employer account (if vested). In the event of death or disability of a participant before termination of employment, 100% of a participant's account is distributed to a beneficiary as defined. Withdrawals may be paid in a lump sum, in installments, as an annuity for life, as a joint and survivor annuity, or any combination of the foregoing at the option of the participant. -5- 9 Benefits due to retired and terminated participants, which are included in the statement of net assets available for plan benefits at December 31, 1999 and 1998, amounted to $1,079,751 and $1,169,386, respectively. Plan Termination Although it has not expressed an 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, participants will become 100% vested in their accounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The financial statements of the Plan have been reflected on the accrual basis of accounting. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Investments Participants have the option to invest their contributions and employer contributions in any of the following eight funds: PNC Investment Contract Fund, Black Rock Core Bond Fund, Washington Mutual Investors Fund, Invesco Total Return Fund, Invesco Dynamic Fund, Bon-Ton Stock Fund, Janus Growth and Income Fund, and American Century International Fund. Effective October 1999, participants were able to invest in a self-funded brokerage account. This new investment option allows participants to invest their funds into any security available on the open market for some additional fees associated with the self-direction. Realized Gains (Losses) and Unrealized Appreciation (Depreciation) in Fair Market Value The computations of both realized gains and losses and the unrealized appreciation and depreciation in fair market value are based on the difference between the fair market values of the investments at the beginning of the year and the fair market values on the sales dates or the end of the year, as applicable. Administrative Expenses Under terms of the Plan document, all expenses are paid by the Plan unless paid directly by the Company. -6- 10 3. INVESTMENTS: The following investments represent 5% or more of the Plan's net assets available for plan benefits as of December 31, 1999 and 1998:
December 31 ------------------------------ 1999 1998 ----------- ----------- Invesco Dynamic Fund, 155,600 and 146,047 shares, respectively $ 4,023,817 $ 2,307,537 Invesco Total Return Fund, 287,312 and 292,812 shares, respectively 8,320,558 9,182,587 PNC Investment Contract Fund, 6,749,870 and 6,896,630 shares, respectively 14,234,125 13,721,536 Janus Growth and Income Fund, 209,623 and 0 shares, respectively 8,791,571 -- Washington Mutual Investors Fund, 366,958 and 0 shares, respectively 10,847,277 -- Janus Fund, 0 and 120,236 shares, respectively -- 4,045,956 Scudder Growth and Income Fund, 0 and 492,089 shares, respectively -- 12,946,865 Blackrock Core Bond Fund, 218,237 and 266,377 shares, respectively 1,992,503 2,607,826 ----------- ----------- $48,209,851 $44,812,307 =========== ===========
During 1999 the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,174,865 as follows: Mutual funds $ 2,750,259 Common stock (1,575,394) ----------- $ 1,174,865 ===========
4. RELATED PARTY TRANSACTIONS: Certain Plan investments are shares of investments managed by PNC Bank, N.A. PNC Bank, N.A. is the trustee as defined by the Plan and; therefore, these transactions qualify as party-in-interest dealings. Fees paid by the Plan for recordkeeper services and investment management services amounted to $101,588 and $71,295, respectively, for the year ended December 31, 1999. -7- 11 5. FEDERAL INCOME TAXES: The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1996, that the Plan is qualified under Sections 401(a) and 401(k) of the IRC and the trust established under the Plan is exempt from federal income taxes under Section 501(a). The Plan's management believes that subsequent amendments have not affected the Plan's qualification and that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: The following is a reconciliation of net assets available for plan benefits on the financial statements to the Form 5500:
December 31 --------------------------------- 1999 1998 ------------ ------------ Net assets available for plan benefits on the financial statements $ 54,132,378 $ 48,466,960 Amounts allocated to withdrawing participants (1,079,751) (1,169,386) ------------ ------------ Net assets available for plan benefits on the Form 5500 $ 53,052,627 $ 47,297,574 ============ ============
The following is a reconciliation of benefits paid to participants on the financial statements to the Form 5500:
Year ended December 31, 1999 ----------------- Benefits paid to participants on the financial statements $ 3,933,454 Add- Amounts allocated to withdrawing participants at December 31, 1999 1,079,751 Less- Amounts allocated to withdrawing participants at December 31, 1998 (1,169,386) ----------- Benefits paid to participants on the Form 5500 $ 3,843,819 ===========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. -8- 12 SCHEDULE I EIN 23-1269309 Plan 003 THE BON-TON DEPARTMENT STORES, INC. PROFIT SHARING/RETIREMENT SAVINGS PLAN Item 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
Number of Description of Investment Shares Cost Market ------------------------- ------ ---- ------ The Bon-Ton Department Stores, Inc. Common Stock 716,015 $ 4,402,071 $ 2,640,781 Janus Growth and Income Fund 209,623 6,655,741 8,791,571 Black Rock Core Bond Fund 218,237 2,098,795 1,992,503 Invesco Dynamic Fund 155,600 2,597,560 4,023,817 Invesco Total Return Fund 287,312 8,063,037 8,320,558 American Century International Fund 15,710 172,651 235,184 Washington Mutual Investors Fund 366,958 11,715,422 10,847,277 PNC Investment Contract Fund* 6,749,870 12,556,090 14,234,125 Participant Loans; interest rates ranging from 9.00% to 9.50% -- 586,345 586,345 ----------- ----------- $48,847,712 $51,672,161 =========== ===========
*Represents a party-in-interest transaction. The accompanying notes are an integral part of this schedule. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. THE BON-TON DEPARTMENT STORES, INC. Profit Sharing/Retirement Savings Plan Date: June 28, 2000 By: /s/ Michael L. Gleim ----------------------------------------- Michael L. Gleim Plan Administrator EX-23 2 ex23.txt CONSENT OF INDEPENDANT ACCOUNTANT 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement File No. 33-43105. /s/Arthur Andersen LLP Lancaster, Pa., June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----