SC 13D/A 1 w94286sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) THE BON-TON STORES, INC. -------------------------------------------- (Name of Issuer) COMMON STOCK -------------------------------------------- (Title of Class of Securities) 09776J 10 1 -------------------------------------------- (CUSIP Number) Henry F. Miller, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103 (215) 977-2000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 9, 2004 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 7 Pages) CUSIP No. 09776J 10 1 13D Page 2 of 7 Pages 1. NAME OF REPORTING PERSON: THOMAS W. WOLF 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS -- N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A. NUMBER OF 7. SOLE VOTING POWER - 60,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER - 642,541 OWNED BY EACH 9. SOLE DISPOSITIVE POWER - 60,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER - 642,541 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 702,541 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 5.3% 14. TYPE OF REPORTING PERSON -- IN - 2 - CUSIP No. 09776J 10 1 13D Page 3 of 7 Pages AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D This Amendment No. 2 amends the Schedule 13D with respect to the common stock of The Bon-Ton Stores, Inc. beneficially owned by Thomas W. Wolf, filed on October 10, 2001, as amended by Amendment No. 1 filed October 24, 2001. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. Wolf is the beneficial owner of an aggregate of 702,541 shares of Common Stock, which comprises 5.3% of the outstanding shares of Common Stock, as calculated in accordance with Rule 13d-3(d)(1). Specifically, Mr. Wolf beneficially owns, and is the record holder of 55,000 shares of Common Stock. Mr. Wolf also beneficially owns 5,000 shares of Common Stock as a result of his ownership of options to purchase 5,000 shares of Common Stock, which options are presently exercisable. Mr. Wolf is also the beneficial owner of certain shares held by trust created for the benefit of the children and grandchildren of Tim Grumbacher, the Chairman of the Board and Chief Executive Officer of The Bon-Ton Stores, Inc. Mr. Wolf is a trustee of eight such trusts: (i) three trusts, each created under an Indenture of Trust of M. Thomas Grumbacher dated March 9, 1989 (the "1989 Trusts"); (ii) three trusts, each created under an Indenture of Trust of M. Thomas Grumbacher dated June 21, 1993 (the "1993 Trusts"); (iii) one trust created under an Indenture of Trust of M. Thomas Grumbacher dated December 30, 1999 (the "1999 Trust"); and (iv) one trust created under and Indenture of Trust of M. Thomas Grumbacher dated December 22, 2003 (the "2003 Trust," and collectively with the 1989 Trusts, the 1993 Trusts and the 1999 Trust, the "Trusts"). Each of the 1989 Trusts and the 1993 Trusts were created for the benefit of one of Mr. Grumbacher's three adult children. The 1999 Trust and the 2003 Trust were each created for the benefit of one of Mr. Grumbacher's grandchildren. The 1989 Trusts own 63,454 shares of Common Stock and 545,237 shares of Class A Stock. The 1993 Trusts own 24,950 shares of Common Stock. The 1999 Trust owns 6,950 shares of Common Stock. The 2003 Trust owns 1,950 shares of Common Stock. Mr. Wolf hereby disclaims beneficial ownership of the shares of Common Stock and Class A Stock owned by the Trusts. (b) Mr. Wolf has sole voting and dispositive power with respect to 60,000 shares of Common Stock. If deemed a beneficial owner of the shares held by the Trusts, Mr. Wolf shares voting power and dispositive power with the respective trustees of each Trust, for each of the shares held by such Trust. The trustees of and shares beneficially owned by each of the Trusts are as follows: (i) The trustees of the 1989 Trusts are Mr. Wolf, Nancy Grumbacher, David R. Glyn ("Glyn") and Henry F. Miller ("Miller"), and these trustees share voting and dispositive power with respect to 63,454 shares of Common Stock and 545,237 shares of Class A Stock; - 3 - CUSIP No. 09776J 10 1 13D Page 4 of 7 Pages (ii) The trustees of the 1993 Trusts are Mr. Wolf, Nancy Grumbacher, Glyn and Miller, and these trustees share voting and dispositive power with respect to 24,950 shares of Common Stock; (iii) The trustees of the 1999 Trust are Mr. Wolf, Nancy Grumbacher, Glyn and Beth G. Elser ("Elser"), and these trustees share voting and dispositive power with respect to 6,950 shares of Common Stock; and (iv) The trustees of the 2003 Trust are Mr. Wolf, Nancy Grumbacher, Glyn and Elser, and these trustees share voting and dispositive power with respect to 1,950 shares of Common Stock. The identity and background for each of the above-named persons with whom Mr. Wolf shares voting and dispositive power as to any shares is as follows: Nancy T. Grumbacher: -Residence Address: 460 Country Club Road, York, Pennsylvania 17403. -Nancy Grumbacher is presently not employed. -Nancy Grumbacher has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. -Nancy Grumbacher has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -Citizenship: U.S.A. David R. Glyn -Business Address: Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103. -Glyn's present principal occupation is partner in Wolf, Block, Schorr and Solis-Cohen LLP. -Glyn has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. -Glyn has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -Citizenship: U.S.A. Henry F. Miller -Business Address: Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103. -Miller's present principal occupation is partner in Wolf, Block, Schorr and Solis-Cohen LLP. - 4 - CUSIP No. 09776J 10 1 13D Page 5 of 7 Pages -Miller has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. -Miller has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -Citizenship: U.S.A. Beth G. Elser -Residence Address: 5303 Lakeside Avenue, Virginia Beach, VA 23451. -Elser is presently not employed. -Elser has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. -Elser has not been a party during the past five years to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -Citizenship: U.S.A. (c) The following transactions were effected since Mr. Wolf's most recent filing on Schedule 13D, dated as of October 24, 2001: On December 29, 2003, Mr. Grumbacher gifted an aggregate of 3,900 shares of Common Stock, 1,950 shares of Common Stock to each of the 1999 Trust and the 2003 Trust. On January 20, 2004, the 1989 Trusts sold 3,050 shares of Common Stock through an open market transaction at $13.01 per share. On February 2, 2003, the 1989 Trusts sold an aggregate of 57,633 shares of Common Stock through open market transactions at an average price of $11.1513 per share. These sales were effected pursuant to a previously established sales plan in accordance with Rule 10b5-1. On February 3, 2004, the 1989 Trusts sold 1,665 shares of Common Stock through an open market transaction at a price of $11.00 per share. This sale was effected pursuant to a previously established sales plan in accordance with Rule 10b5-1. On February 4, 2004, the 1989 Trusts sold 81,998 shares of Common Stock through an open market transaction at a price of $11.00 per share and 9,996 shares of Common Stock through an open market transaction at a price of $11.02 per share. These sales were effected pursuant to a previously established sales plan in accordance with Rule 10b5-1. On February 9, 2004, the 1989 Trusts sold 30,000 shares of Common Stock through open market transactions at a price of $11.02 per share and 7,000 shares of Common Stock through an open market transaction at a price of $11.00 per share. These sales were effected pursuant to a previously established sales plan in accordance with Rule 10b5-1. - 5 - CUSIP No. 09776J 10 1 13D Page 6 of 7 Pages On February 10, 2004, the 1989 Trusts sold 66,708 shares of Common Stock through an open market transaction at a price of $11.00 per share. This sale was effected pursuant to a previously established sales plan in accordance with Rule 10b5-1. (d) The 1989 Trusts have the right to receive dividends from, and the proceeds from the sale of, 63,454 shares of Common Stock and 545,237 shares of Class A Stock. Mr. Wolf, Nancy Grumbacher, Glyn and Miller, as the trustees of the 1989 Trusts, have the power to direct the receipt of dividends from, and the proceeds from the sale of, such shares. The 1993 Trusts have the right to receive dividends from, and the proceeds from the sale of, 24,950 shares of Common Stock. Mr. Wolf, Nancy Grumbacher, Glyn and Miller, as the trustees of the 1993 Trusts, have the power to direct the receipt of dividends from, and the proceeds from the sale of, such shares. The 1999 Trust has the right to receive dividends from, and the proceeds from the sale of, 6,950 shares of Common Stock. Mr. Wolf, Nancy Grumbacher, Glyn and Elser, as the trustees of the 1999 Trust, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares. The 2003 Trust has the right to receive dividends from, and the proceeds from the sale of, 1,950 shares of Common Stock. Mr. Wolf, Nancy Grumbacher, Glyn and Elser, as the trustees of the 2003 Trust, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares (e) Not applicable. - 6 - CUSIP No. 09776J 10 1 13D Page 7 of 7 Pages SIGNATURE After reasonable 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. Dated: February 17, 2004 /s/ Robert E. Stern ------------------------------------ Name: Robert E. Stern, Attorney-in-fact for Thomas W. Wolf - 7 -