10-Q 1 w40231e10-q.txt 10-Q FOR BON TON FOR 7/29/00 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter ended July 29, 2000 Commission File Number 0-19517 THE BON-TON STORES, INC. 2801 EAST MARKET STREET YORK, PENNSYLVANIA 17402 (717) 757-7660 INCORPORATED IN PENNSYLVANIA IRS NO. 23-2835229 ---------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of August 25, 2000 there were 12,226,769 shares of Common Stock, $0.01 par value, and 2,989,853 shares of Class A Common Stock, $0.01 par value, outstanding. 2 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE BON-TON STORES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
July 29, January 29, (In thousands except share and per share data) 2000 2000 ---------------------------------------------- ---- ---- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 10,925 $ 10,807 Trade and other accounts receivable, net of allowance for doubtful accounts of $2,853 and $3,167 at July 29, 2000 and January 29, 2000, respectively 23,783 27,782 Merchandise inventories 208,819 203,489 Prepaid expenses and other current assets 17,613 12,371 Deferred income taxes 1,474 1,926 --------- --------- Total current assets 262,614 256,375 --------- --------- PROPERTY, FIXTURES AND EQUIPMENT AT COST, less accumulated depreciation and amortization 143,022 144,715 OTHER ASSETS 16,100 16,402 DEFERRED INCOME TAXES 359 -- --------- --------- TOTAL ASSETS $ 422,095 $ 417,492 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 66,859 $ 67,353 Accrued payroll and benefits 7,439 10,016 Accrued expenses 17,960 26,262 Current portion of long-term debt 6,593 682 Current portion of obligations under capital leases 460 442 Income taxes payable -- 9,832 --------- --------- Total current liabilities 99,311 114,587 --------- --------- LONG-TERM DEBT, LESS CURRENT MATURITIES 131,910 106,247 OBLIGATIONS UNDER CAPITAL LEASES, LESS CURRENT MATURITIES 1,197 1,431 DEFERRED INCOME TAXES -- 1,362 OTHER LONG-TERM LIABILITIES 8,365 3,174 --------- --------- TOTAL LIABILITIES 240,783 226,801 --------- --------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common Stock-authorized 40,000,000 shares at $0.01 par value; issued and outstanding shares of 12,226,769 and 12,276,860 at July 29, 2000 and January 29, 2000, respectively 123 123 Class A Common Stock -authorized 20,000,000 shares at $0.01 par value; issued and outstanding shares of 2,989,853 at July 29, 2000 and January 29, 2000 30 30 Additional paid-in-capital 107,525 108,083 Deferred compensation (395) (2,172) Retained earnings 74,029 84,627 --------- --------- TOTAL SHAREHOLDERS' EQUITY 181,312 190,691 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 422,095 $ 417,492 ========= =========
The accompanying notes are an integral part of these consolidated statements. 2 3 THE BON-TON STORES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED ----------- ----------- (In thousands except per share data) July 29, July 31, July 29, July 31, (Unaudited) 2000 1999 2000 1999 ----------- ---- ---- ---- ---- NET SALES $ 156,346 $ 149,449 $ 308,481 $ 291,848 OTHER INCOME, NET 539 521 1,111 1,038 --------- --------- --------- --------- 156,885 149,970 309,592 292,886 --------- --------- --------- --------- COSTS AND EXPENSES: Costs of merchandise sold 98,150 92,719 198,599 185,909 Selling, general and administrative 54,175 53,311 108,200 101,871 Depreciation and amortization 4,121 3,145 8,242 6,401 Unusual expense 6,485 -- 6,485 -- --------- --------- --------- --------- (LOSS) INCOME FROM OPERATIONS (6,046) 795 (11,934) (1,295) INTEREST EXPENSE, NET 2,821 2,048 5,160 3,968 --------- --------- --------- --------- LOSS BEFORE INCOME TAXES (8,867) (1,253) (17,094) (5,263) INCOME TAX BENEFIT (3,370) (476) (6,497) (2,000) --------- --------- --------- --------- LOSS BEFORE EXTRAORDINARY ITEM (5,497) (777) (10,597) (3,263) EXTRAORDINARY ITEM -loss on early extinguishment of debt, net of income tax benefit of $232 -- -- -- (378) --------- --------- --------- --------- NET LOSS $ (5,497) $ (777) $ (10,597) $ (3,641) ========= ========= ========= ========= PER SHARE AMOUNTS: BASIC: Loss before extraordinary item $ (0.37) $ (0.05) $ (0.72) $ (0.22) Effect of extraordinary item -- -- -- (0.03) --------- --------- --------- --------- Net loss $ (0.37) $ (0.05) $ (0.72) $ (0.25) ========= ========= ========= ========= BASIC SHARES OUTSTANDING 14,813 14,715 14,808 14,709 DILUTED: Loss before extraordinary item $ (0.37) $ (0.05) $ (0.72) $ (0.22) Effect of extraordinary item -- -- -- (0.03) --------- --------- --------- --------- Net loss $ (0.37) $ (0.05) $ (0.72) $ (0.25) ========= ========= ========= ========= DILUTED SHARES OUTSTANDING 14,813 14,715 14,808 14,709
The accompanying notes are an integral part of these consolidated statements. 3 4 THE BON-TON STORES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED ----------- (In thousands) July 29, July 31, (Unaudited) 2000 1999 ----------- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (10,597) $ (3,641) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,242 6,401 Proceeds from sale of accounts receivable, net (10,200) (10,500) Changes in operating assets and liabilities, net (12,560) (9,186) --------- --------- Net cash used in operating activities (25,115) (16,926) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net (6,132) (18,828) Proceeds from sale of property, fixtures and equipment 6 28 Payment for the acquisition of business, net of cash received -- (2,192) --------- --------- Net cash used in investing activities (6,126) (20,992) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt and capital lease obligations (125,942) (123,862) Proceeds from issuance of long-term debt 157,300 160,300 Exercised stock options 1 6 --------- --------- Net cash provided by financing activities 31,359 36,444 Net increase (decrease) in cash and cash equivalents 118 (1,474) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,807 10,607 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,925 $ 9,133 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 4,730 $ 3,750 Income taxes paid $ 7,596 $ 7,297
The accompanying notes are an integral part of these consolidated statements. 4 5 THE BON-TON STORES, INC. AND SUBSIDIARIES The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on January 31, 1996 as the successor of a company established on January 31, 1929 and currently operates, as one business segment, 72 retail department stores located in Pennsylvania, New York, New Jersey, Maryland, Connecticut, Massachusetts, New Hampshire, Vermont and West Virginia. 1. BASIS OF PRESENTATION: The accompanying unaudited consolidated financial statements include accounts of The Bon-Ton Stores, Inc. and its wholly-owned subsidiaries (the "Company"). All intercompany transactions and balances have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all information and footnotes required by generally accepted accounting principles. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair presentation for interim periods have been included. The Company's business is seasonal in nature and the results of operations for the interim periods presented are not necessarily indicative of the results for the full fiscal year. It is suggested these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2000 (the "1999 Annual Report"). 2. RECLASSIFICATIONS: Certain prior year balances have been reclassified to conform with the current year presentation. 3. PER SHARE AMOUNTS: The presentation of earnings per share (EPS) requires a reconciliation of the numerators and denominators used in the basic and diluted EPS calculations. The numerator, net loss, is identical in both calculations. The following table presents a reconciliation of the shares outstanding for the respective calculations for each period presented on the accompanying Consolidated Statements of Operations.
THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED ----------- ----------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ---- ---- ---- ---- Basic Calculation 14,813,000 14,715,000 14,808,000 14,709,000 Dilutive Securities-- Restricted Shares -- -- -- -- Options -- -- -- -- ---------- ---------- ---------- ---------- Diluted Calculation 14,813,000 14,715,000 14,808,000 14,709,000 ---------- ---------- ---------- ---------- Antidilutive shares and options-- Restricted Shares 428,000 553,000 443,000 560,000 Options 1,367,000 1,273,000 1,401,000 1,291,000
Antidilutive shares and options, consisting of restricted shares and options to purchase shares outstanding, were excluded from the computation of dilutive securities due to the Company's net loss position in the thirteen weeks and twenty-six weeks ended July 29, 2000 and July 31, 1999. 5 6 THE BON-TON STORES, INC. AND SUBSIDIARIES The following table reflects the approximate dilutive securities calculated under the treasury stock method had the Company reported a profit for the thirteen and twenty-six week periods ended July 29, 2000 and July 31, 1999:
THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED ----------- ----------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ---- ---- ---- ---- Approximate Dilutive Securities-- Restricted Shares -- 78,000 -- 86,000 Options -- 28,000 -- 41,000 Antidilutive Options 1,367,000 1,065,000 1,401,000 960,000
Antidilutive options, options to purchase shares with exercise prices greater than the average market price, were excluded from the above table. 4. UNUSUAL EXPENSE: The Company recorded $6.5 million in unusual expenses related to announcements made in June 2000. On June 9, 2000, the Company announced a workforce reduction of 187 corporate and store personnel. The workforce reduction affected 137 employees and eliminated 50 unfilled positions. Additionally, on June 27, 2000, the Company announced the early retirement of Heywood Wilansky, the Company's President and Chief Executive Officer, and the realignment and elimination of certain senior management positions. As of July 29, 2000, the remaining accrual was $6.2 million. 6 7 THE BON-TON STORES, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table summarizes the changes in selected operating indicators, illustrating the relationship of various income and expense items expressed as a percentage of net sales for each period presented:
THIRTEEN TWENTY-SIX WEEKS ENDED WEEKS ENDED ----------- ----------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ---- ---- ---- ---- NET SALES 100.0% 100.0% 100.0% 100.0% OTHER INCOME, NET 0.3 0.3 0.4 0.4 ----- ----- ----- ----- 100.3 100.3 100.4 100.4 ----- ----- ----- ----- COSTS AND EXPENSES: Costs of merchandise sold 62.8 62.0 64.4 63.7 Selling, general and administrative 34.7 35.7 35.1 34.9 Depreciation and amortization 2.6 2.1 2.7 2.2 Unusual expense 4.1 -- 2.1 -- ----- ----- ----- ----- (LOSS) INCOME FROM OPERATIONS (3.9) 0.5 (3.9) (0.4) INTEREST EXPENSE, NET 1.8 1.3 1.7 1.4 ----- ----- ----- ----- LOSS BEFORE INCOME TAXES (5.7) (0.8) (5.5) (1.8) INCOME TAX BENEFIT (2.2) (0.3) (2.1) (0.7) ----- ----- ----- ----- LOSS BEFORE EXTRAORDINARY ITEM (3.5) (0.5) (3.4) (1.1) EXTRAORDINARY ITEM - loss on early extinguishment of debt -- -- -- (0.1) ----- ----- ----- ----- NET LOSS (3.5)% (0.5)% (3.4)% (1.2)% ===== ===== ===== =====
THIRTEEN WEEKS ENDED JULY 29, 2000 COMPARED TO THIRTEEN WEEKS ENDED JULY 31, 1999 For the purposes of the following discussions, all references to "second quarter of 2000" and "second quarter of 1999" are to the Company's thirteen week period ended July 29, 2000 and July 31, 1999, respectively. NET SALES. Net sales were $156.3 million for the thirteen weeks ended July 29, 2000, an increase of 4.6% over the same period last year. Comparable store sales decreased 2.1% for the period, with coats, womens, cosmetics, accessories, mens sportswear/furnishings, petite, childrens, intimate and home achieving sales increases during the quarter. OTHER INCOME, NET. Net other income, which consisted mainly of income from leased departments, remained constant at 0.3% of net sales in the second quarter of 2000 compared to the second quarter of 1999. COSTS AND EXPENSES. Gross margin in the second quarter of 2000 increased $1.5 million compared to the second quarter of 1999, reflecting the increase in sales. Gross profit as a percentage of net sales decreased 0.8 percentage points to 37.2% for the thirteen week period ended July 29, 2000 from 38.0% for the comparable period last year, primarily reflecting increased promotional activity in the form of higher markdowns. Selling, general and administrative expenses for the second quarter of 2000 were $54.2 million, or 34.7% of net sales, as compared to $53.3 million, or 35.7% of net sales, in the second quarter of 1999. The increase 7 8 THE BON-TON STORES, INC. AND SUBSIDIARIES of $0.9 million in the second quarter of 2000 was primarily attributable to the cost of operating six new stores, including additional payroll costs, rent expense, utilities and insurance costs, partially offset by a reduction in corporate expenses. Depreciation and amortization increased to 2.6% of net sales in the second quarter of 2000 from 2.1% of net sales in the second quarter of 1999. The increase was primarily due to $46.5 million of fixed asset additions in fiscal 1999. Unusual expense of $6.5 million was incurred in the second quarter of 2000 relating to the early retirement of Mr. Heywood Wilansky as President and Chief Executive Officer, the realignment and elimination of certain senior management positions and headcount reduction initiatives implemented by the Company. (LOSS) INCOME FROM OPERATIONS. Loss from operations in the second quarter of 2000 amounted to $6.0 million, or 3.9% of net sales, compared to income from operations of $0.8 million, or 0.5% of net sales, in the second quarter of 1999. The Company sells receivables through its accounts receivable facility to provide additional working capital. On a pro-forma basis, if the Company had on-balance sheet financing, it would have reduced selling, general and administrative expenses by $2.2 million in the second quarter of 2000 and $1.8 million in the second quarter of 1999. The lower selling, general and administrative expenses would have been offset by a corresponding increase in interest expense for both periods. The net result of the pro-forma reclassification would reflect a loss from operations of $3.8 million in the second quarter of 2000 and income from operations of $2.6 million for the second quarter of 1999. INTEREST EXPENSE, NET. Net interest expense increased $773,000 to 1.8% of net sales in the second quarter of 2000 from $2.0 million, or 1.3% of net sales, in the second quarter of 1999. The additional interest expense was primarily attributable to increased average borrowing levels and rates. NET LOSS. The net loss in the second quarter of 2000 amounted to $5.5 million compared to a net loss of $0.8 million in the second quarter of 1999. Due to the seasonal nature of the Company's business, the results for the current period are not necessarily indicative of the results that may be achieved for the full fiscal year of 2000. TWENTY-SIX WEEKS ENDED JULY 29, 2000 COMPARED TO TWENTY-SIX WEEKS ENDED JULY 31, 1999 For the purposes of the following discussions, all references to "2000" and "1999" are to the Company's twenty-six week period ended July 29, 2000 and July 31, 1999, respectively. NET SALES. Net sales were $308.5 million for the twenty-six weeks ended July 29, 2000, an increase of 5.7% over the same period last year. Comparable store sales decreased 1.6% for the period, with coats, cosmetics, womens, home, childrens, mens sportswear/furnishings, petites and accessories achieving sales increases. OTHER INCOME, NET. Net other income, which consisted mainly of income from leased departments, remained constant at 0.4% of net sales in 2000 and 1999. COSTS AND EXPENSES. Gross margin in 2000 increased $3.9 million compared to 1999, reflecting the increase in sales, partially offset by increased promotional activity. Gross profit as a percentage of net sales 8 9 THE BON-TON STORES, INC. AND SUBSIDIARIES decreased 0.7 percentage points to 35.6% for the twenty-six week period ended July 29, 2000 from 36.3% for the comparable period last year primarily reflecting the increased markdowns as a percent to sales. Selling, general and administrative expenses for 2000 were $108.2 million, or 35.1% of net sales, as compared to $101.9 million, or 34.9% of net sales, in 1999. The increase in 2000 was primarily attributable to the costs associated with operating six new stores, including additional payroll costs, rent expense, utilities and insurance costs and a decrease in income from credit operations, partially offset by a reduction in corporate expenses. Depreciation and amortization increased to 2.7% of net sales in 2000 from 2.2% of net sales in 1999. The increase was primarily due to the addition of $46.5 million of new assets in fiscal 1999. Unusual expense of $6.5 million was incurred in 2000 relating to the early retirement of Mr. Heywood Wilansky as President and Chief Executive Officer, the realignment and elimination of certain senior management positions and headcount reduction initiatives implemented by the Company. LOSS FROM OPERATIONS. Loss from operations in 2000 amounted to $11.9 million, or 3.9% of net sales, compared to a loss from operations of $1.3 million, or 0.4% of net sales, in 1999. The Company sells receivables through its accounts receivable facility to provide additional working capital. On a pro-forma basis, if the Company had on-balance sheet financing, it would have reduced selling, general and administrative expenses by $4.4 million in 2000 and $3.5 million in 1999. The lower selling, general and administrative expenses would have been offset by a corresponding increase in interest expense for both periods. The net result of the pro-forma reclassification would reflect a loss from operations of $7.5 million in 2000 and income from operations of $2.3 million in 1999. INTEREST EXPENSE, NET. Net interest expense increased to $5.2 million, or 1.7% of net sales, in 2000 from $4.0 million, or 1.4% of net sales, in 1999. The increase was primarily attributable to higher average borrowing levels and rates. EXTRAORDINARY ITEM. The Company amended its revolving credit facility on April 7, 1999 (see Note 2 of the 1999 Annual Report). As a result of this transaction, the Company incurred an extraordinary charge of $0.4 million, net of a $0.2 million income tax benefit, in 1999. NET LOSS. The net loss in 2000 amounted to $10.6 million compared to a net loss of $3.6 million in 1999. Due to the seasonal nature of the Company's business, the results for the current period are not necessarily indicative of the results that may be achieved for the full fiscal year of 2000. 9 10 THE BON-TON STORES, INC. AND SUBSIDIARIES LIQUIDITY AND CAPITAL RESOURCES The Company's working capital requirements are currently met through a combination of cash, borrowings under its revolving credit facility and proceeds from its accounts receivable facility. The following table summarizes the Company's liquidity and capital resources: July 29, July 31, (Dollars in millions) 2000 1999 --------------------- ---- ---- Working capital $163.3 $149.1 Current ratio 2.64:1 2.59:1 Funded debt to total capitalization 0.43:1 0.39:1 Unused availability under lines of credit $ 23.0 $ 37.7 For the twenty-six weeks ended July 29, 2000, net cash used in operating activities amounted to $25.1 million as compared to net cash used of $16.9 million for the comparable period last year. The increase in net cash used in 2000 as compared to 1999 was primarily attributable to an increase in the Company's loss and increased working capital requirements, partially offset by an increase in long-term liabilities. Accounts receivable decreased $11.2 million in fiscal 2000 compared to a decrease of $15.2 million in fiscal 1999. Merchandise inventories increased $5.3 million in 2000 compared to an increase of $1.7 million in 1999. These increases in working capital requirements primarily reflect the increase in the number of stores and sales in fiscal 2000 compared to fiscal 1999. Net cash used in investing activities amounted to $6.1 million in 2000 compared to $21.0 million for the comparable period last year. The decrease in net cash used for the twenty-six week period ended July 29, 2000 primarily reflects a reduction in capital expenditures. Net cash provided by financing activities amounted to $31.4 million for 2000 compared to $36.4 million for the comparable period of 1999. The decrease in cash provided by financing activities in 2000 was primarily attributable to increased payments on the Company's long-term debt and decreased advances from the Company's revolving credit facility. The Company anticipates its cash flow from operations, supplemented by borrowings under its revolving credit facility and proceeds from its accounts receivable facility, will be sufficient to satisfy its operating cash requirements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not believe its interest rate risks, as described in the 1999 Annual Report, have changed materially. 10 11 THE BON-TON STORES, INC. AND SUBSIDIARIES "SAFE HARBOR" STATEMENT Certain information included in this report and other materials filed or to be filed by the Company with the Securities and Exchange Commission contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which may be identified by words such as "may," "will," "plan," "expect," "anticipate," "estimate," "project," "intend" or other similar expressions, involve important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, uncertainties affecting retail in general, such as consumer confidence and demand for soft goods; risks relating to leverage and debt service; competition within markets in which the Company's stores are located; and the need for, and costs associated with, store renovations and other capital expenditures. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no material developments in any legal proceedings since the Company's disclosure in its 1999 Annual Report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 13, 2000, the Company held its Annual Meeting of Shareholders. The following matters were submitted for vote: 1. The following individuals were nominated and elected to serve as the directors of the Company: M. Thomas Grumbacher For: 39,856,364 Withhold Authority: 1,094,068 Heywood Wilansky For: 39,856,364 Withhold Authority: 1,094,068 Samuel J. Gerson For: 39,662,164 Withhold Authority: 1,288,268 Michael L. Gleim For: 39,856,364 Withhold Authority: 1,094,068 Lawrence J. Ring For: 39,856,364 Withhold Authority: 1,094,068 Robert C. Siegel For: 39,856,364 Withhold Authority: 1,094,068 Leon D. Starr For: 39,856,364 Withhold Authority: 1,094,068
11 12 Frank Tworecke For: 39,856,364 Withhold Authority: 1,094,068 Leon F. Winbigler For: 39,856,364 Withhold Authority: 1,094,068 Thomas W. Wolf For: 39,856,364 Withhold Authority: 1,094,068
2. The holders of 38,854,240 shares voted in favor of, the holders of 2,073,257 shares voted against and the holders of 22,935 shares abstained with respect to the approval and adoption of The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan. 3. The holders of 35,850,087 shares voted in favor of, the holders of 3,061,501 voted against and the holders of 24,971 shares abstained with respect to the approval and adoption of The Bon-Ton Stores, Inc. 2000 Performance-Based Compensation Plan for Heywood Wilansky. 4. The holders of 40,817,935 shares voted in favor of, the holders of 84,643 shares voted against and the holders of 431,484 shares abstained with respect to the ratification of the appointment of Arthur Andersen LLP to serve as the Company's independent accountants for 2000. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed pursuant to the requirements of Item 601 of Regulation S-K:
Exhibit No. Description 10.1 Seventh Amendment to the Credit Agreement 10.2 The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan 10.3 Separation Agreement and General Release by and between Heywood Wilansky and The Bon-Ton Stores, Inc. 27 Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter. A Current Report on Form 8-K dated June 27, 2000 was filed related to the retirement of Heywood Wilansky, President and Chief Executive Officer. 12 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BON-TON STORES, INC. DATE: September 8, 2000 BY: /s/ Michael L. Gleim -------------------- ----------------------- Michael L. Gleim Vice Chairman and Chief Operating Officer DATE: September 8, 2000 BY: /s/ James H. Baireuther -------------------- -------------------------- James H. Baireuther Executive Vice President and Chief Financial Officer 13