-----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, EJnuDaaikyjf3vFvMLw4F8YSzCGdsJhOPLZeFyjX/Zc0erVUmPHr+rp8d0fSXL1O pD09t9/hCJiCZB8N8/jx8A== 0000893877-99-000531.txt : 19990817 0000893877-99-000531.hdr.sgml : 19990817 ACCESSION NUMBER: 0000893877-99-000531 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990816 GROUP MEMBERS: HAREDALE, LTD. GROUP MEMBERS: JAMES HENRY HILDEBRANDT GROUP MEMBERS: NIERENBERG DAVID GROUP MEMBERS: THE NIERENBERG FAMILY 1993 TRUST GROUP MEMBERS: TOXFORD CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELDER BEERMAN STORES CORP CENTRAL INDEX KEY: 0000032020 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 310271980 STATE OF INCORPORATION: OH FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53669 FILM NUMBER: 99689962 BUSINESS ADDRESS: STREET 1: 3155 ELBEE RD CITY: DAYTON STATE: OH ZIP: 45439 BUSINESS PHONE: 9372962700 MAIL ADDRESS: STREET 1: 3155 EL BEE ROAD CITY: DAYTON STATE: OH ZIP: 45439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG DAVID CENTRAL INDEX KEY: 0001040899 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 19605 N E 8TH STREET CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 3606048600 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* THE ELDER-BEERMAN STORES CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON - -------------------------------------------------------------------------------- (Title of Class of Securities) 284 470-10-1 ------------------------------ (CUSIP Number) David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607 360-604-8600 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 8/10/99 ------------------------------- (Date of Event which Requires Filing of this Statement) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 of 11 SCHEDULE 13D ------------ CUSIP No. 284 470-10-1 Page 2 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Family Fund, L.P. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC and OO -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 765,500 common shares (4.8%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 765,500 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 845,000 shares (5.3%) -------------------------------------------------------------------------- 12) CHECK 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* PN -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 284 470-10-1 Page 3 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Haredale, Ltd. -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION The Bahamas -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 20,000 common shares (0.1%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 20,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 845,000 shares (5.3%) -------------------------------------------------------------------------- 12) CHECK 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* CO -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 284 470-10-1 Page 4 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Henry Hildebrandt -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Canada -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 6,500 common shares (0.0%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 6,500 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 845,000 shares (5.3%) -------------------------------------------------------------------------- 12) CHECK 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 -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 284 470-10-1 Page 5 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Toxford Corporation -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Channel Islands, British Isles -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 3,000 common shares (0.0%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 3,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 845,000 shares (5.3%) -------------------------------------------------------------------------- 12) CHECK 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* CO -------------------------------------------------------------------------- SCHEDULE 13D ------------ CUSIP No. 284 470-10-1 Page 6 of 11 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Nierenberg Family 1993 Trust -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS BK -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 50,000 common shares (0.3%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 50,000 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 845,000 shares (5.3%) -------------------------------------------------------------------------- 12) CHECK 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* OO -------------------------------------------------------------------------- Page 7 of 11 Item 1. Security and Issuer Common stock of The Elder-Beerman Stores Corp. (EBSC), 3155 El-Bee Road, Dayton, Ohio 45439. Item 2. Identity and Background The D3 Family Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of undervalued public micro-cap companies. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in Item 2(d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its limited partners supplemented by margin borrowings. Aggregate amount invested in EBSC shares purchased by the partnership is $4,529.239. Item 4. Purpose of Transaction Our original purpose in purchasing EBSC shares was as a long term investment. As we continued analyzing EBSC, however, we learned of numerous marketing, merchandising and investor relations mistakes made by prior and current management. These mistakes have contri- buted to the plunge in EBSC's share price from a high of 29 to 5. Our current purpose in purchasing EBSC shares therefore is to persuade the company's Board of Directors either to replace several top managers who have made or overseen these mistakes, or to sell EBSC to a new owner who can manage it better. Coincident with this filing, we will begin contacting individually all of the major shareholders of EBSC, seeking their support for this program. Since most of them have substantial unrealized losses on their investments in EBSC, we anticipate garnering their support quickly. Item 5. Interest in Securities of the Issuer (a,b) D3 owns, and has sole voting and dispositive power over, 765,500 common shares of EBSC (4.8%). In addition, 29,500 more common shares of EBSC are owned by three foreign investors whose funds are managed by Mr. Nierenberg: Haredale, a Bahamian corporation which owns 20,000 shares; James Henry Hildebrandt, a Canadian citizen who owns 6,500 shares; and Toxford Corporation, a Channel Islands corporation which owns 3,000 shares. In addition, The Nierenberg Family 1993 Trust, of which Mr. Nierenberg is trustee, owns 50,000 EBSC shares. (c) D3's transactions in the last 60 days were: # of Date Shares Purchased Source Share Price 6/11/99 11,000 McDonald & Co. 7.40 6/14/99 87,000 McDonald & Co. 7.47 6/15/99 32,000 McDonald & Co. 7.31 8/4/99 50,000 Johnson Rice & Co. 6.12 8/5/99 275,000 Johnson Rice & Co. 5.23 8/6/99 5,000 Johnson Rice & Co. 5.30 8/10/99 15,000 Johnson Rice & Co. 5.72 8/10/99 290,500 Morgan Keegan 5.87 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A for D3. Item 7. Material to be Filed as Exhibits N/A 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. August 11, 1999 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Family Fund, L.P. Page 8 of 11 Item 1. Security and Issuer Common stock of The Elder-Beerman Stores Corp. (EBSC), 3155 El-Bee Road, Dayton, Ohio 45439. Item 2. Identity and Background (a) Haredale Ltd., a Bahamian corporation. (b) P.O. Box N-4465, Nassau, New Providence, The Bahamas. (c) Haredale is in the investment business at the address above. (d) None (e) None (f) The Bahamas. Item 3. Source and Amount of Funds or Other Consideration Haredale owns, and Mr. Nierenberg has sole voting and dispositive power over, its 20,000 shares. Item 4. Purpose of Transaction Our original purpose in purchasing EBSC shares was as a long term investment. As we continued analyzing EBSC, however, we learned of numerous marketing, merchandising and investor relations mistakes made by prior and current management. These mistakes have contri- buted to the plunge in EBSC's share price from a high of 29 to 5. Our current purpose in purchasing EBSC shares therefore is to persuade the company's Board of Directors either to replace several top managers who have made or overseen these mistakes, or to sell EBSC to a new owner who can manage it better. Coincident with this filing, we will begin contacting individually all of the major shareholders of EBSC, seeking their support for this program. Since most of them have substantial unrealized losses on their investments in EBSC, we anticipate garnering their support quickly. Item 5. Interest in Securities of the Issuer (a,b) Haredale owns, and Mr. Nierenberg has sole voting and dispositive power over, its 20,000 shares. (c) Haredale bought 20,000 shares through Banc of America Secur- ities LLC at $5.875 plus commission, on August 10, 1999. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Haredale pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. August 11, 1999 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for Haredale, Ltd. Page 9 of 11 Item 1. Security and Issuer Common stock of The Elder-Beerman Stores Corp. (EBSC), 3155 El-Bee Road, Dayton, Ohio 45439. Item 2. Identity and Background (a) James Henry Hildebrandt, an individual who is a citizen of Canada, resident in Hong Kong. (b) c/o Bain & Company, 33rd Floor The Center, 99 Queen's Road Central Hong Kong. (c) Mr. Hildebrandt is in the management consulting business. (d) None (e) None (f) Canada Item 3. Source and Amount of Funds or Other Consideration Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and dispositive power over, his 6,500 shares. Item 4. Purpose of Transaction Our original purpose in purchasing EBSC shares was as a long term investment. As we continued analyzing EBSC, however, we learned of numerous marketing, merchandising and investor relations mistakes made by prior and current management. These mistakes have contri- buted to the plunge in EBSC's share price from a high of 29 to 5. Our current purpose in purchasing EBSC shares therefore is to persuade the company's Board of Directors either to replace several top managers who have made or overseen these mistakes, or to sell EBSC to a new owner who can manage it better. Coincident with this filing, we will begin contacting individually all of the major shareholders of EBSC, seeking their support for this program. Since most of them have substantial unrealized losses on their investments in EBSC, we anticipate garnering their support quickly. Item 5. Interest in Securities of the Issuer (a,b) Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and dispositive power over, his 6,500 shares. (c) Hildebrandt bought 6,500 shares through Banc of America Secur- ities LLC at $5.875, plus commission, on August 10, 1999. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Hildebrandt pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. August 11, 1999 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for John Henry Hildebrandt Page 10 of 11 Item 1. Security and Issuer Common stock of The Elder-Beerman Stores Corp. (EBSC), 3155 El-Bee Road, Dayton, Ohio 45439. Item 2. Identity and Background (a) Toxford Corporation, a Channel Islands corporation. (b) P.O. Box 3048, St. Andrews House, Le Bordage, St. Peter Port, Guernsey, Channel Islands, British Isles. (c) Toxford Corporation is in the investment business at the address above. (d) None (e) None (f) Channel Islands, British Isles. Item 3. Source and Amount of Funds or Other Consideration Toxford Corporation owns, and Mr. Nierenberg has sole voting and dispositive power over, its 3,000 shares. Item 4. Purpose of Transaction Our original purpose in purchasing EBSC shares was as a long term investment. As we continued analyzing EBSC, however, we learned of numerous marketing, merchandising and investor relations mistakes made by prior and current management. These mistakes have contri- buted to the plunge in EBSC's share price from a high of 29 to 5. Our current purpose in purchasing EBSC shares therefore is to persuade the company's Board of Directors either to replace several top managers who have made or overseen these mistakes, or to sell EBSC to a new owner who can manage it better. Coincident with this filing, we will begin contacting individually all of the major shareholders of EBSC, seeking their support for this program. Since most of them have substantial unrealized losses on their investments in EBSC, we anticipate garnering their support quickly. Item 5. Interest in Securities of the Issuer (a,b) Toxford Corporation owns, and Mr. Nierenberg has sole voting and dispositive power over, its 3,000 shares. (c) Toxford bought 3,000 shares through Banc of America Secur- ities LLC at $5.875, plus commission, on August 10, 1999. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Toxford Corporation pays Mr. Nierenberg an annual management fee and a share of its net profits for his personal management of its accounts. Item 7. Material to be Filed as Exhibits N/A 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. August 11, 1999 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for Toxford Corporation Page 11 of 11 Item 1. Security and Issuer Common stock of The Elder-Beerman Stores Corp. (EBSC), 3155 El-Bee Road, Dayton, Ohio 45439. Item 2. Identity and Background (a) The Nierenberg Family 1993 Trust, a revocable trust. (b) 19605 N.E. 8th Street, Camas, Washington 98607 (c) A Trust (d) None (e) None (f) United States Item 3. Source and Amount of Funds or Other Consideration Shares were purchased using bank borrowings. Item 4. Purpose of Transaction Our original purpose in purchasing EBSC shares was as a long term investment. As we continued analyzing EBSC, however, we learned of numerous marketing, merchandising and investor relations mistakes made by prior and current management. These mistakes have contri- buted to the plunge in EBSC's share price from a high of 29 to 5. Our current purpose in purchasing EBSC shares therefore is to persuade the company's Board of Directors either to replace several top managers who have made or overseen these mistakes, or to sell EBSC to a new owner who can manage it better. Coincident with this filing, we will begin contacting individually all of the major shareholders of EBSC, seeking their support for this program. Since most of them have substantial unrealized losses on their investments in EBSC, we anticipate garnering their support quickly. Item 5. Interest in Securities of the Issuer (a,b) The Nierenberg Family 1993 Trust owns, and Mr. Nierenberg has sole voting and dispositive power over, its 50,000 shares. (c) The Trust bought 50,000 shares through Morgan Keegan at $5.875 per share on August 10, 1999. (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits N/A 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. August 11, 1999 DAVID NIERENBERG - --------------- ------------------------------------ Date David Nierenberg Authorized to trade for The Nierenberg Family 1993 Trust -----END PRIVACY-ENHANCED MESSAGE-----