0001157523-13-002920.txt : 20130528 0001157523-13-002920.hdr.sgml : 20130527 20130528172225 ACCESSION NUMBER: 0001157523-13-002920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130528 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130528 DATE AS OF CHANGE: 20130528 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19517 FILM NUMBER: 13875989 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 8-K 1 a50641320.htm THE BON-TON STORES, INC. 8-K

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 28, 2013

The Bon-Ton Stores, Inc.

(Exact name of registrant as specified in its charter)


Pennsylvania

0-19517

23-2835229

(State or other jurisdiction
of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)


2801 E. Market Street, York, Pennsylvania 17402

(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 8.01           Other Events

On May 28, 2013, The Bon-Ton Stores, Inc. (the “Company”) issued a press release announcing the interim results of the previously announced cash tender offers by The Bon-Ton Department Stores, Inc., a wholly-owned subsidiary of the Company (“Bon-Ton”), for any and all of its outstanding 10¼% Senior Notes due 2014 (such notes, the “2014 Notes”) (such offer, the “2014 Notes Offer”) and up to $223 million of its 10 ⅝% Senior Secured Notes due 2017 (such notes, the “2017 Notes” and, together with the 2014 Notes, the “Notes”) (such offer, the “2017 Notes Offer” and, together with the 2014 Notes Offer, the “Offers”), upon the terms and conditions set forth in the Offer to Purchase dated May 13, 2013.

As of 5:00 p.m., New York City time, on May 24, 2013 (the “Early Tender Time”), $29.3 million in aggregate principal amount of the 2014 Notes, or approximately 42.5% of the 2014 Notes outstanding, had been validly tendered and not withdrawn, and $187.7 million in aggregate principal amount of the 2017 Notes, or approximately 56.9% of the 2017 Notes outstanding, had been validly tendered and not withdrawn. Pursuant to the terms and conditions of the Offers, Bon-Ton has accepted for purchase and paid for all Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time, and holders of Notes (“Holders”) who tendered such Notes received $1,006.25 per $1,000 in principal amount of Notes, plus accrued and unpaid interest to, but not including, May 28, 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 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” of $976.25 per $1,000 principal amount of the 2014 Notes tendered or $976.25 per $1,000 principal amount of the 2017 Notes tendered, as applicable. Holders whose Notes are accepted for payment in the Offers after the Early Tender Time will also receive accrued and unpaid interest up to, but not including, the final settlement date.

Tendered Notes may no longer be withdrawn. Any extension, delay, termination or amendment of the Offers will be followed as promptly as practicable by a public announcement thereof.

The press release also announced that, on May 28, 2013, Bon-Ton gave irrevocable notices of redemption for (i) all 2014 Notes not tendered prior to the Early Tender Time and accepted for payment in the 2014 Notes Offer and (ii) $85 million in aggregate principal amount of 2017 Notes. Such notices specified that the Notes called for redemption will be redeemed at 100.000% of their principal amount plus accrued and unpaid interest, on June 27, 2013.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

  Description of Exhibit
 
99.1 News Release issued by The Bon-Ton Stores, Inc. on May 28, 2013, announcing the interim results of the Offers.


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.

 

Date:

May 28, 2013

 
 

THE BON-TON STORES, INC.

 

 

 

By:

/S/    KEITH E. PLOWMAN

Keith E. Plowman

Executive Vice President and Chief Financial Officer

EX-99.1 2 a50641320ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

The Bon-Ton Stores, Inc. Announces Early Results of Tender Offers

YORK, Pa.--(BUSINESS WIRE)--May 28, 2013--The Bon-Ton Stores, Inc. (NASDAQ: BONT) (the “Company”) today announced the interim results of the previously announced cash tender offers by The Bon-Ton Department Stores, Inc., a wholly-owned subsidiary of the Company (“Bon-Ton”), for any and all of its outstanding 10¼% Senior Notes due 2014 (CUSIP Nos 09776NAB8 and 09776NAA0, ISIN USU09818AA04) (such notes, the “2014 Notes”) (such offer, 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) (such notes, the “2017 Notes” and, together with the 2014 Notes, the “Notes”) (such offer, the “2017 Notes Offer” and, together with the 2014 Notes Offer, the “Offers”), upon the terms and conditions set forth in the Offer to Purchase dated May 13, 2013.

As of 5:00 p.m., New York City time, on May 24, 2013 (the “Early Tender Time”), $29.3 million in aggregate principal amount of the 2014 Notes, or approximately 42.5% of the 2014 Notes outstanding, had been validly tendered and not withdrawn, and $187.7 million in aggregate principal amount, or approximately 56.9% of the 2017 Notes outstanding, had been validly tendered and not withdrawn. Pursuant to the terms and conditions of the Offers, Bon-Ton has accepted for purchase and paid for all Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time, and holders of Notes (“Holders”) who tendered such Notes received $1,006.25 per $1,000 in principal amount of Notes, plus accrued and unpaid interest to, but not including, today.

Each Offer is scheduled to expire at 12:00 midnight, New York City time, on June 10, 2013 (unless extended) (the “Expiration Time”). 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” of $976.25 per $1,000 principal amount of the 2014 Notes tendered or $976.25 per $1,000 principal amount of the 2017 Notes tendered, as applicable. Holders whose Notes are accepted for payment in the Offers after the Early Tender Time will also receive accrued and unpaid interest up to, but not including, the final settlement date.

Tendered Notes may no longer be withdrawn. Any extension, delay, termination or amendment of the Offers will be followed as promptly as practicable by a public announcement thereof.

Bon-Ton also announced today that it has given irrevocable notices of redemption for (i) all 2014 Notes not tendered prior to the Early Tender Time and accepted for payment today and (ii) $85 million in aggregate principal amount of 2017 Notes. Such notices specified that the Notes called for redemption will be redeemed at 100.000% of their principal amount plus accrued and unpaid interest, on June 27, 2013.

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