-----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, CxdAJyxp//qQs4mor4ovTq3HKcjd/WR7fgfM/kVb0puMaEcSfGXiMDeKzpU06x28 aOWAvtHtDlTSCfbk/8Nldg== 0000893220-07-003940.txt : 20071211 0000893220-07-003940.hdr.sgml : 20071211 20071211172412 ACCESSION NUMBER: 0000893220-07-003940 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071211 DATE AS OF CHANGE: 20071211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUMBACHER M THOMAS CENTRAL INDEX KEY: 0000938690 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7177577660 MAIL ADDRESS: STREET 1: 2801 E MARKET STREET CITY: YORK STATE: PA ZIP: 17402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BON TON STORES INC CENTRAL INDEX KEY: 0000878079 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 232835229 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41835 FILM NUMBER: 071299812 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 SC 13D/A 1 w44385sc13dza.htm SCHEDULE 13D/A M. THOMAS GRUMBACHER, THE BON-TON STORES sc13dza
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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. 8)
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)
July 13, 2007
 
(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 o.
(Continued on following pages)

 

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Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Materials to be Filed as Exhibits
SIGNATURE

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1   NAME OF REPORTING PERSON:

M. THOMAS GRUMBACHER
     
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION —
   
  U.S.A.
       
  7   SOLE VOTING POWER —
     
NUMBER OF   5,295,678
       
SHARES 8   SHARED VOTING POWER —
BENEFICIALLY    
OWNED BY   142,331
       
EACH 9   SOLE DISPOSITIVE POWER —
REPORTING    
PERSON   4,930,473
       
WITH 10   SHARED DISPOSITIVE POWER —
     
    142,331
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON —
   
  5,438,009
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) —
   
  32.63%
     
14   TYPE OF REPORTING PERSON —
   
  IN

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Amendment No. 8 to Statement on Schedule 13D
     This Amendment No. 8 amends the Schedule 13D with respect to the common stock, $0.01 par value per share (the “Common Stock”) of The Bon-Ton Stores, Inc. (the “Company”) beneficially owned by M. Thomas (Tim) Grumbacher, filed on October 18, 1999, as amended by Amendment No. 1 filed October 29, 1999, Amendment No. 2 filed on July 16, 2001, Amendment No. 3 filed on November 5, 2003, Amendment No. 4 filed on February 17, 2004, Amendment No. 5 filed on March 15, 2005, Amendment No. 6 filed on April 13, 2007 and Amendment No. 7 filed on May 25, 2007.
     Mr. Grumbacher is filing this Amendment No. 8 to Schedule 13D to reflect a pledge of securities pursuant to a loan arrangement with Manufacturer’s and Trader’s Trust Company (“M&T Bank”) in Item 6 and certain distributions from his 2005 grantor retained annuity trusts in Item 5(c).
Item 5. Interest in Securities of the Issuer
     Item 5 of this Schedule 13D is hereby amended and restated as follows:
     (a) Mr. Grumbacher is the beneficial owner of an aggregate of 5,438,009 shares of Common Stock, which comprise 32.63% of the outstanding shares of Common Stock, as calculated in accordance with Rule 13d-3(d)(1).
     Specifically, Mr. Grumbacher beneficially owns and is the record holder of 2,476,314 shares of Common Stock and 2,406,253 shares of Class A Stock. Each share of Class A Stock owned by Mr. Grumbacher is convertible, at his option, into one share of Common Stock. Mr. Grumbacher also beneficially owns 337,308 shares of Common Stock held for his benefit under the Company’s Profit Sharing/Retirement Savings Plan (the “401(k) Plan”); the 401(k) Plan is the record holder of such shares.
     Mr. Grumbacher also beneficially owns 75,803 shares of Common Stock held for his benefit under the M. Thomas Grumbacher 2006 Annuity Trust (the “2006 GRAT”). The 2006 GRAT is the record holder of the shares held for the benefit of Mr. Grumbacher by such 2006 GRAT.
     Mr. Grumbacher also beneficially owns 126,773 shares of Common Stock in his capacity as one of four directors of the Foundation which owns 126,773 shares of Common Stock. The Foundation is the record holder of such shares.
     Mr. Grumbacher may be deemed a beneficial owner of certain shares held in trust. Mr. Grumbacher’s spouse, Nancy T. Grumbacher (“Nancy Grumbacher”), is a trustee of the following two trusts: (i) one trust created under an Indenture of Trust of M. Thomas Grumbacher dated December 30, 1999 (the “1999 Trust”); and (ii) one trust created under an Indenture of Trust of M. Thomas Grumbacher dated December 22, 2003 (the “2003 Trust,” and together with the 1999 Trust, the “Trusts”). The 1999 Trust and the 2003 Trust were each created for the benefit of one of Mr. Grumbacher’s grandchildren. The 1999 Trust owns 10,279 shares of Common Stock. The 2003 Trust owns 5,279 shares of Common Stock. As a result of Nancy Grumbacher being one of the trustees of each of the Trusts, Mr. Grumbacher may be

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deemed to be a beneficial owner of the shares of Common Stock owned by such Trusts. Mr. Grumbacher hereby disclaims beneficial ownership of the shares of Common Stock owned by the Trusts.
     (b) Mr. Grumbacher has (i) sole voting and sole dispositive power with respect to 2,524,220 shares of Common Stock; (ii) sole voting power with respect to an additional 365,205 shares of Common Stock; and (ii) sole voting and dispositive power with respect to 2,406,253 shares of Class A Stock.
     Mr. Grumbacher shares voting and dispositive power with respect to 126,773 shares of Common Stock held by the Foundation with the other directors of the Foundation. The other directors of the Foundation are Nancy Grumbacher, Michael L. Gleim (“Gleim”) and Henry F. Miller (“Miller”).
     If deemed a beneficial owner of the shares held by the Trusts, Mr. Grumbacher shares voting power and dispositive power with the respective trustees of each Trust, for each of the shares of Common Stock held by such Trust. The trustees of and shares beneficially owned by each of the Trusts are as follows:
     (i) The trustees of the 1999 Trust are Nancy Grumbacher, David R. Glyn (“Glyn”), Gleim and Beth G. Elser (“Elser”), and these trustees share voting and dispositive power with respect to 10,279 shares of Common Stock; and
     (ii) The trustees of the 2003 Trust are Nancy Grumbacher, Glyn, Gleim and Elser, and these trustees share voting and dispositive power with respect to 5,279 shares of Common Stock.
     The identity and background for each of the above-named persons with whom Mr. Grumbacher shares voting and dispositive power as to any shares is as follows:
Nancy T. Grumbacher:
-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
-Address: Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103.
-Glyn’s present principal occupation is attorney with 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.

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-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
-Address: Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103.
-Miller’s present principal occupation is attorney with Wolf, Block, Schorr and Solis-Cohen LLP.
-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.
Michael L. Gleim
- Address: c/o The Bon Ton Stores, Inc., 2801 East Market Street, York, PA 17402
- Gleim is presently a director of the Issuer.
- Gleim has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
- Gleim 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
-Address: 5303 Lakeside Avenue, Virginia Beach, VA 23451.
-Elser is presently self-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.

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     (c) Effective May 25, 2007, the M. Thomas Grumbacher 2005 Annuity Trust (the “2005-I GRAT”) was terminated and the 179,937 shares of Common Stock held for Mr. Grumbacher’s benefit were distributed as follows: 57,309 to Mr. Grumbacher and 122,628 to a Continuing Family Trust (the “Continuing Family Trust I”) for the benefit of Mr. Grumbacher’s spouse and children.
     Effective July 13, 2007, the M. Thomas Grumbacher 2005 II Annuity Trust (the “2005-II GRAT”) was terminated and the 236,024 shares of Common Stock held for his benefit were distributed as follows: 144,449 to Mr. Grumbacher and 91,575 to a Continuing Family Trust (the “Continuing Family Trust II” and collectively with the Continuing Family Trust I, the “Continuing Family Trusts”) for the benefit of Mr. Grumbacher’s spouse and children.
     (d) The Foundation has the right to receive dividends from, and the proceeds from the sale of, 126,773 shares of Common Stock. Mr. Grumbacher, Nancy Grumbacher, Gleim and Miller, as the directors of the Foundation, 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, 10,279 shares of Common Stock. Nancy Grumbacher, Gleim, 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, 5,279 shares of Common Stock. Nancy Grumbacher, Gleim, 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.
     The Continuing Family Trusts have the right to receive dividends from, and the proceeds from the sale of, 214,203 shares of Common Stock. Mr. Gleim and Miller, as the trustees of the Continuing Family Trusts, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.
     The 2006 GRAT has the right to receive dividends from, and the proceeds from the sale of, 75,803 shares of Common Stock. Messrs. Gleim and Miller, as the trustees of the 2006 GRAT, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Pursuant to a personal loan arrangement, Mr. Grumbacher has pledged 2,111,109 shares of Common Stock and 2,406,253 shares of Class A Stock to M&T Bank.
Item 7. Materials to be Filed as Exhibits
    Not applicable.

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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: December 10, 2007
             
      /s/ DAVID R. GLYN    
         
 
  Name:   David R. Glyn,    
 
      Attorney-in-fact    

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