UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): May 13, 2013
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The Bon-Ton Stores, Inc. |
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(Exact name of registrant as specified in its charter) |
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Pennsylvania |
0-19517 |
23-2835229 |
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(State or other jurisdiction |
(Commission File No.) |
(IRS Employer Identification No.) |
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2801 E. Market Street, York, Pennsylvania 17402 |
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(Address of principal executive offices) |
(717) 757-7660
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 13, 2013, The Bon-Ton Stores, Inc. (the “Company”) issued a press release announcing certain sales results and Adjusted EBITDA guidance for the first quarter and full year of fiscal 2013.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
Tender Offers
On May 13, 2013, the Company issued a press release announcing that its subsidiary, The Bon-Ton Department Stores, Inc. (“Bon-Ton”) commenced tender offers (the “Tender Offers”) to purchase for cash any and all of its outstanding 10¼% Senior Notes due 2014 (the “2014 Notes”) and up to $223,000,000 aggregate principal amount of its outstanding 105/8% Second Lien Senior Secured Notes due 2017 (the “2017 Notes” and, together with the 2014 Notes, the “Notes”).
The Tender Offers will expire at 12:00 midnight, New York City time, on June 10, 2013 (as the same may be extended or earlier terminated, the “Expiration Time”). Holders of Notes must tender their Notes at or prior to the Expiration Time in order to receive the cash consideration for such Notes. Tendered Notes may be validly withdrawn prior to 5:00 p.m., New York City time, on May 24, 2013, but not thereafter, other than as required by applicable law, unless such time is extended by Bon-Ton in its sole discretion.
Notes Offering
On May 13, 2013, the Company issued a press release announcing that Bon-Ton intends to offer $300,000,000 aggregate principal amount of its Second Lien Senior Secured Notes due 2021 (the “Notes Offering”).
The press releases regarding the Tender Offers and the Notes Offering are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated by reference herein.
The information in this Report, including the exhibits attached hereto, is furnished solely pursuant to Item 2.02 and Item 7.01, as applicable, of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this report and are being furnished solely for purposes of Item 7.01 of this Form 8-K:
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Exhibit
Number |
Description of Exhibit | |
| 99.1 | News Release issued by The Bon-Ton Stores, Inc. on May 13, 2013, announcing certain sales results and Adjusted EBITDA guidance. | |
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99.2 |
News Release issued by The Bon-Ton Stores, Inc. on May 13, 2013, announcing the Tender Offers. |
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99.3 |
News Release issued by The Bon-Ton Stores, Inc. on May 13, 2013, announcing the Notes Offering. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
May 13, 2013 |
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THE BON-TON STORES, INC. |
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By: |
/S/ KEITH E. PLOWMAN |
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Keith E. Plowman |
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Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
The Bon-Ton Stores, Inc. Announces First Quarter of Fiscal 2013 Sales and Adjusted EBITDA Guidance
YORK, Pa.--(BUSINESS WIRE)--May 13, 2013--The Bon-Ton Stores, Inc. (NASDAQ: BONT) (the “Company”) is providing the following information prior to the Company’s customary earnings release for its fiscal first quarter.
Comparable store sales for the first quarter of fiscal 2013 increased 1.2% over the first quarter of fiscal 2012. Total sales increased 1.0% to $646.9 million, compared with $640.8 million for the first quarter of fiscal 2012. The Company is providing Adjusted EBITDA (see Note 1) guidance for the first quarter of fiscal 2013 in a range of $13 million to $17 million and, as previously disclosed, full-year fiscal 2013 Adjusted EBITDA guidance in a range of $180 million to $200 million.
Brendan Hoffman, President and Chief Executive Officer, commented, “We are pleased with our comparable store sales results in the first quarter, particularly in light of the unfavorable impact of winter storms, flooding and colder than normal temperatures throughout the quarter. In spite of the weather, which we believe ultimately reduced our total and comparable store sales, this performance reflects ongoing sequential improvement in our comparable store sales trend. We also saw increased penetration of proprietary credit card sales due to concentrated efforts to drive this business.”
The Company has not completed its normal quarter-end closing and review procedures and/or adjustments, and as such there can be no assurance that the Adjusted EBITDA guidance provide above will not differ from the final released results for the first quarter of fiscal 2013. This preliminary information should not be viewed as a substitute for full interim financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), could change materially and is not necessarily indicative of the final results to be achieved for the first quarter of fiscal 2013 or any future period.
Financial results for the first quarter of fiscal 2013 are scheduled to be released Thursday, May 23, 2013. The Company’s quarterly conference call to discuss the financial results will be broadcast live over the Internet on May 23, 2013 at 10:00 am eastern time. To access the call, please visit the investor relations section of the Company’s website at http://investors.bonton.com. An online archive of the broadcast will be available within one hour after the conclusion of the call.
The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 272 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The department stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company’s website at http://investors.bonton.com.
Certain information included in this press release 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,” “could,” “will,” “plan,” “expect,” “anticipate,” “estimate,” “project,” “intend” or other similar expressions, involve important risks and uncertainties that could significantly affect 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. Factors that could cause such differences include, but are not limited to: risks related to retail businesses generally; a significant and prolonged deterioration of general economic conditions which could negatively impact the Company in a number of ways, including the potential write-down of the current valuation of intangible assets and deferred taxes; risks related to the Company’s proprietary credit card program; potential increases in pension obligations; consumer spending patterns, debt levels, and the availability and cost of consumer credit; additional competition from existing and new competitors; inflation; deflation; changes in the costs of fuel and other energy and transportation costs; weather conditions that could negatively impact sales; uncertainties associated with expanding or remodeling existing stores; the ability to attract and retain qualified management; the dependence upon relationships with vendors and their factors; a data security breach or system failure; the ability to reduce or control SG&A expenses, including initiatives to reduce expenses and improve efficiency; operational disruptions; unsuccessful marketing initiatives; the failure to successfully implement our key strategies, including initiatives to improve our merchandising, marketing and operations; adverse outcomes in litigation; the incurrence of unplanned capital expenditures; the ability to obtain financing for working capital, capital expenditures and general corporate purpose; the impact of regulatory requirements including the Health Care Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; the inability or limitations on the Company’s ability to favorably adjust the valuation allowance on deferred tax assets; and the financial condition of mall operators. Additional factors that could cause the Company’s actual results to differ from those contained in these forward-looking statements are discussed in greater detail under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission.
Note 1: As used in this release, Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, including amortization of lease-related interests, and loss on exchange/extinguishment of debt. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles (“GAAP”). However, we present Adjusted EBITDA in this release because we consider it to be an important supplemental measure of our performance and because it is frequently used by securities analysts, investors and other interested parties to evaluate the performance of companies in our industry and by some investors to determine a company’s ability to service or incur debt. In addition, our management uses Adjusted EBITDA internally to compare the profitability of our stores. Adjusted EBITDA is not calculated in the same manner by all companies and, accordingly, is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. Adjusted EBITDA should not be assessed in isolation from or construed as a substitute for net income or cash flows from operations, which are prepared in accordance with GAAP. Adjusted EBITDA is not intended to represent, and should not be considered to be a more meaningful measure than, or an alternative to, measures of operating performance as determined in accordance with GAAP.
CONTACT:
The Bon-Ton Stores, Inc.
Mary Kerr, 717-751-3071
Vice
President
Investor & Public Relations
mkerr@bonton.com
Exhibit 99.2
The Bon-Ton Stores, Inc. Announces Tender Offers
YORK, Pa.--(BUSINESS WIRE)--May 13, 2013--The Bon-Ton Stores, Inc. (NASDAQ: BONT) (the “Company”) today announced that The Bon-Ton Department Stores, Inc., a wholly-owned subsidiary of the Company (“Bon-Ton”), has commenced tender offers for any and all of its outstanding 10¼% Senior Notes due 2014 (CUSIP Nos 09776NAB8 and 09776NAA0, ISIN USU09818AA04) (the “2014 Notes”) (the “2014 Notes Offer”) and up to $223 million of its 10 ⅝% Senior Secured Notes due 2017 (CUSIP Nos 09776NAD4 and 09776NAC6, ISIN USU09818AB86) (the “2017 Notes” and, together with the 2014 Notes, the “Notes”) (the “2017 Notes Offer” and, with the 2014 Notes Offer, the “Offers”), upon the terms and conditions set forth in the Offer to Purchase dated May 13, 2013.
Each Offer is scheduled to expire at 12:00 midnight, New York City time, on June 10, 2013 (unless extended) (the “Expiration Time”).
Holders of Notes (“Holders”) who validly tender their Notes on or prior to 5:00 p.m., New York City time, on May 24, 2013 (the “Early Tender Time”) will be eligible to receive the “Total Consideration” of $1,006.25 per $1,000 principal amount of the 2014 Notes tendered and $1,006.25 per $1,000 principal amount of the 2017 Notes tendered, which includes the “Early Tender Payment” of $30.00 per $1,000 of 2014 Notes or 2017 Notes, as applicable. Holders who validly tender their Notes after the Early Tender Time but on or before the Expiration Time will be eligible to receive the “Tender Offer Consideration” which is equal to the applicable Total Consideration minus the “Early Tender Payment.”
If Holders of 2017 Notes validly tender more than $223 million in aggregate principal amount of such Notes (the “Tender Cap”), then the 2017 Notes Offer will be oversubscribed and Bon-Ton will accept for purchase tendered 2017 Notes on a prorated basis as described in the Offer to Purchase. Because Bon-Ton intends to accept for payment all Notes validly tendered before the Early Tender Time, subject to the Tender Cap and the other terms and conditions described in the Offer to Purchase, and will only prorate acceptance of tendered 2017 Notes if the aggregate amount of 2017 Notes tendered exceeds the Tender Cap, there is no assurance as to the amount of 2017 Notes, if any, that Bon-Ton will accept that are tendered after the Early Tender Time.
We currently expect the settlement date for Notes tendered before the Early Tender Time to be May 28, 2013. The settlement date for Notes tendered after the Early Tender Time and before the Expiration Time will occur promptly after the Expiration Time. Notes tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on May 24, 2013, but not thereafter. In addition to the Total Consideration or Tender Offer Consideration, Holders whose Notes are accepted for payment in the Offers will receive accrued and unpaid interest up to, but not including, the applicable settlement date.
Bon-Ton reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law. Bon-Ton’s obligation to accept for purchase, and to pay for, Notes validly tendered is subject to certain conditions, including the consummation of a new debt financing. Bon-Ton may waive any of the conditions if they are not satisfied.
BofA Merrill Lynch is acting as sole dealer manager for the Offers. For additional information regarding the terms of the Offers, please contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-3646 (collect). Requests for documents may be directed to D.F. King & Co., Inc., which is acting as the tender and information agent for the Offers, at (800) 848-3416 (toll-free) or (212) 269-5550.
None of the Company, Bon-Ton, the dealer manager or the tender and information agent make any recommendations as to whether Holders should tender their Notes pursuant to the Offers, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offers are being made solely by the Offer to Purchase dated May 13, 2013. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of concurrently offered securities will be made only by means of a private offering circular.
About The Bon-Ton Stores, Inc.
The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 272 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's website at http://investors.bonton.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release 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,” “could,” “will,” “plan,” “expect,” “anticipate,” “estimate,” “project,” “intend” or other similar expressions, involve important risks and uncertainties that could significantly affect 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. Factors that could cause such differences include, but are not limited to: risks related to retail businesses generally; a significant and prolonged deterioration of general economic conditions which could negatively impact the Company in a number of ways, including the potential write-down of the current valuation of intangible assets and deferred taxes; risks related to the Company’s proprietary credit card program; potential increases in pension obligations; consumer spending patterns, debt levels, and the availability and cost of consumer credit; additional competition from existing and new competitors; inflation; deflation; changes in the costs of fuel and other energy and transportation costs; weather conditions that could negatively impact sales; uncertainties associated with expanding or remodeling existing stores; the ability to attract and retain qualified management; the dependence upon relationships with vendors and their factors; a data security breach or system failure; the ability to reduce or control SG&A expenses, including initiatives to reduce expenses and improve efficiency; operational disruptions; unsuccessful marketing initiatives; the failure to successfully implement our key strategies, including initiatives to improve our merchandising, marketing and operations; adverse outcomes in litigation; the incurrence of unplanned capital expenditures; the ability to obtain financing for working capital, capital expenditures and general corporate purpose; the impact of regulatory requirements including the Health Care Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; the inability or limitations on the Company’s ability to favorably adjust the valuation allowance on deferred tax assets; and the financial condition of mall operators. Additional factors that could cause the Company’s actual results to differ from those contained in these forward-looking statements are discussed in greater detail under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission.
CONTACT:
The Bon-Ton Stores, Inc.
Mary Kerr, 717-751-3071
Vice
President
Investor & Public Relations
mkerr@bonton.com
Exhibit 99.3
The Bon-Ton Stores, Inc. Announces Offering of The Bon-Ton Department Stores, Inc.’s Second Lien Senior Secured Notes Due 2021
YORK, Pa.--(BUSINESS WIRE)--May 13, 2013--The Bon-Ton Stores, Inc. (NASDAQ: BONT) (the “Company”) today announced that its wholly-owned subsidiary, The Bon-Ton Department Stores, Inc. (“Bon-Ton”), intends to offer $300,000,000 aggregate principal amount of its Second Lien Senior Secured Notes due 2021 (the “2021 Notes”), in a private offering that is exempt from registration under the Securities Act of 1933, as amended.
The 2021 Notes will be guaranteed by, and will be secured by a second-priority lien on substantially all of the current and future assets of, the Company and certain of its subsidiaries, and will mature on June 15, 2021. The net proceeds from the sale of the 2021 Notes are expected to be used by Bon-Ton to purchase for cash or redeem any and all of its outstanding 10¼% Senior Notes due 2014 and up to $223,000,000 aggregate principal amount of its outstanding 105/8% Second Lien Senior Secured Notes due 2017, in each case that are validly tendered in connection with Bon-Ton’s tender offers announced today or redeemed, and to pay related fees and expenses.
Additional Information
The 2021 Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the 2021 Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the 2021 Notes are being offered and issued only (i) in the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) who are “non-U.S. qualified offerees” within the meaning of Article 2.1(e) of the Prospectus Directive as adopted within each relevant member state of the European Economic Area, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act.
This announcement is for informational purposes only. This announcement is not an offer to sell or a solicitation of an offer to purchase with respect to the 2021 Notes. The offering of the 2021 Notes is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About The Bon-Ton Stores, Inc.
The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 272 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The department stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of our website at http://investors.bonton.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release 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,” “could,” “will,” “plan,” “expect,” “anticipate,” “estimate,” “project,” “intend” or other similar expressions, involve important risks and uncertainties that could significantly affect 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. Factors that could cause such differences include, but are not limited to: risks related to retail businesses generally; a significant and prolonged deterioration of general economic conditions which could negatively impact the Company in a number of ways, including the potential write-down of the current valuation of intangible assets and deferred taxes; risks related to the Company’s proprietary credit card program; potential increases in pension obligations; consumer spending patterns, debt levels, and the availability and cost of consumer credit; additional competition from existing and new competitors; inflation; deflation; changes in the costs of fuel and other energy and transportation costs; weather conditions that could negatively impact sales; uncertainties associated with expanding or remodeling existing stores; the ability to attract and retain qualified management; the dependence upon relationships with vendors and their factors; a data security breach or system failure; the ability to reduce or control SG&A expenses, including initiatives to reduce expenses and improve efficiency; operational disruptions; unsuccessful marketing initiatives; the failure to successfully implement our key strategies, including initiatives to improve our merchandising, marketing and operations; adverse outcomes in litigation; the incurrence of unplanned capital expenditures; the ability to obtain financing for working capital, capital expenditures and general corporate purpose; the impact of regulatory requirements including the Health Care Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; the inability or limitations on the Company’s ability to favorably adjust the valuation allowance on deferred tax assets; and the financial condition of mall operators. Additional factors that could cause the Company’s actual results to differ from those contained in these forward-looking statements are discussed in greater detail under Item 1A of the Company’s Form 10-K filed with the Securities and Exchange Commission.
CONTACT:
The Bon-Ton Stores, Inc.
Mary Kerr, 717-751-3071
Vice
President
Investor & Public Relations
mkerr@bonton.com