-----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, GbdusxWFV+nAcAb+i2QnlJL6XhaVxi8GtYK+0wyZgTVW/vGeZx079e9jIpnO9M9H Y6c5WaRrLvaEVr6WGtf3lw== 0000935836-99-000258.txt : 19990920 0000935836-99-000258.hdr.sgml : 19990920 ACCESSION NUMBER: 0000935836-99-000258 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990917 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: 99713279 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: SNYDER HOLDINGS INC CENTRAL INDEX KEY: 0000925948 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943109225 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SUITE 1460 STREET 2: 350 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 941041436 BUSINESS PHONE: 4153923900 MAIL ADDRESS: STREET 1: 350 CALIFORNIA STREET STREET 2: SUITE 1460 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1436 SC 13D 1 OMB APPROVAL OMB Number:3235-0145 Expires: December 31, 1997 Estimated average burden hours per form 14.90 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 Stock (Title of Class of Securities) 284470101 (CUSIP Number) Neil J. Koren, Esq. Shartsis Friese & Ginsburg LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 (415) 421-6500 - ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 1999 (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 Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box / X /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 284470101 Page 2 of 10 Pages - ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Snyder Capital Management, L.P. - ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/ (b) / / - ------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF and 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 Delaware - ------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,786,600 REPORTING --------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------- 10 SHARED DISPOSITIVE POWER 3,150,650 - ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,150,650 - ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% - ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN and IA - ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 284470101 Page 3 of 10 Pages - ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON Snyder Capital Management, Inc. - ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /XX/ (b) / / - ------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,786,600 REPORTING --------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------- 10 SHARED DISPOSITIVE POWER 3,150,650 - ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,150,650 - ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% - ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 284470101 Page 4 of 10 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock (the "Stock") of The Elder-Beerman Stores Corp. (the "Issuer"). The principal executive office of the Issuer is located at 3155 Elbee Road, Dayton, Ohio 45439. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: (a) The names of the persons filing this statement are Snyder Capital Management, L.P. ("SCMLP") and Snyder Capital Management, Inc. ("SCMI") (collectively, the "Filers"). Persons enumerated in Instruction C of Schedule 13D are Alan Barry Snyder ("Snyder"), Walter Niemasik, Jr. ("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"), Robert John Stanton ("Stanton"), Steven James Block ("Block"), Peter Stuart Voss ("Voss"), Susan Roberta Katz-Snyder ("Katz-Snyder") and Sherry Ann Umberfield ("Umberfield") (collectively, with the Filers, the "Named Persons"). SCMI is the sole general partner of SCMLP. Both SCMLP and SCMI are wholly owned by Nvest Companies, L.P. ("Nvest Companies"), a limited partnership affiliated with Nvest, L.P., a publicly traded limited partnership. The general partner of Nvest, L.P. and the managing general partner of Nvest Companies is an indirect, wholly owned subsidiary of Metropolitan Life Insurance Company ("MetLife"). As of June 30, 1998, MetLife beneficially owned all of the general partner interests in Nvest Companies and Nvest, L.P. and, in the aggregate, general partner and limited partner interests of Nvest Companies and Nvest, L.P. representing approximately 47% of the economic interests in the business of Nvest Companies. SCMI and Nvest Companies operate under an understanding that all investment and voting decisions regarding advisory accounts managed by SCMLP are to be made by SCMI and SCMLP and not by Nvest Companies or any entity controlling Nvest Companies. Accordingly, SCMI and SCMLP do not consider Nvest Companies or any entity controlling Nvest Companies to have any direct or indirect control over the securities held in managed accounts. (b) The business address of SCMLP, SCMI, Snyder, Niemasik, Murtaugh, Stanton, Block and Katz-Snyder is 350 California Street, San Francisco, CA 94104. The business address of Voss, Umberfield, Nvest Companies and Nvest, L.P. is 399 Boylston Street, Boston, MA 02116. The business address of MetLife is One Madison Avenue, New York, New York 10010. SCHEDULE 13D CUSIP No. 284470101 Page 5 of 10 Pages (c) SCMLP is an investment adviser registered under the Investment Advisers Act of 1940. SCMI is the sole general partner of SCMLP. Snyder is the President of SCMI. Niemasik, Murtaugh, Stanton and Block are the Vice Presidents of SCMI. Snyder, Niemasik, Voss, Katz-Snyder and Umberfield are the directors of SCMI. Voss and Umberfield are also the President and Executive Vice President, respectively, of Nvest Companies. (d) During the last five years, none of the Named Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Named Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) SCMLP is a Delaware limited partnership. SCMI is a Delaware corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz- Snyder and Umberfield are all citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Purchaser Source of Funds Amount SCMLP Funds Under Management $1,938,125,000 ITEM 4. PURPOSE OF TRANSACTION. SCMLP acquired the Stock on behalf of its advisory clients for the purpose of investment. None of the Filers has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of SCMLP's advisory clients for the purpose of investment. SCHEDULE 13D CUSIP No. 284470101 Page 6 of 10 Pages On September 9, 1999, Murtaugh, a Vice President of SCMI, sent a letter to Mr. Fred Mershad, the Issuer's Chief Executive Officer and Chairman of the Issuer's Board of Directors. That letter, a copy of which is attached as Exhibit A hereto and incorporated herein by reference, expressed SCMLP's views on the following: (1) Mr. Mershad continuing to serve as the Issuer's Chief Executive Officer and as Chairman of the Issuer's Board of Directors, (2) replacing at least two members of the Issuer's Board of Directors, and (3) amending the Issuer's Articles of Incorporation and Code of Regulations to reduce from a super majority to a simple majority the vote required with respect to (a) amendments to the Articles of Incorporation or Code of Regulations relating to the staggered terms of members of the Issuer's Board of Directors and (b) the removal of a member of the Issuer's Board of Directors. SCMLP has communicated, and intends to communicate, with the Issuer's Chief Executive Officer, Board of Directors and other stockholders to discuss these issues. In addition, SCMLP may discuss these issues with its legal and other advisers. SCMLP may purchase at any time or times on behalf of its advisory clients additional shares of the Stock or other securities of the Issuer. SCMLP may at any time or times cause its advisory clients to dispose of any or all securities of the Issuer in any lawful manner. SCMLP's advisory clients reserve all of their rights as stockholders of the Issuer and may exercise those rights in any manner that they or SCMLP consider to be in the interests of such clients. Other than as described above, none of the Filers has any present plans or proposals that relate to, or would result in, any of the transactions or events described in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. To the knowledge of the Filers, the beneficial ownership of the Stock by the Filers is reflected on the cover pages of each Filer and the other Named Persons do not beneficially own any Stock. The persons filing this statement effected the following transactions in the Stock on the dates indicated, and such transactions are the only transactions by the persons filing this statement in the Stock since July 9, 1999: Purchase Number Price Name or Sale Date of Shares Per Share SCMLP P 07-15-99 12,000 $7.31 SCMLP P 07-27-99 4,500 $6.50 SCMLP P 07-27-99 20,000 $6.50 SCMLP P 07-27-99 10,000 $6.50 SCMLP P 07-27-99 11,000 $6.50 SCMLP P 07-27-99 21,000 $6.50 SCMLP P 07-27-99 20,000 $6.50 SCMLP P 07-27-99 15,000 $6.50 SCMLP P 07-27-99 1,400 $6.50 SCHEDULE 13D CUSIP No. 284470101 Page 7 of 10 Pages - ------------------------------------------------------------------- SCMLP P 07-27-99 18,000 $6.50 SCMLP P 07-27-99 2,800 $6.50 SCMLP P 07-27-99 16,500 $6.50 SCMLP P 07-27-99 6,700 $6.50 SCMLP P 07-27-99 6,300 $6.50 SCMLP P 07-27-99 15,000 $6.50 SCMLP P 07-27-99 5,000 $6.50 SCMLP P 07-27-99 3,300 $6.50 SCMLP P 07-27-99 6,700 $6.50 SCMLP P 07-29-99 17,000 $6.50 SCMLP P 08-05-99 8,100 $5.25 SCMLP P 08-05-99 1,100 $5.25 SCMLP P 08-05-99 1,100 $5.25 SCMLP P 08-05-99 16,700 $5.25 SCMLP P 08-05-99 11,400 $5.25 SCMLP P 08-05-99 8,200 $5.25 SCMLP P 08-05-99 4,000 $5.25 SCMLP P 08-05-99 5,500 $5.25 SCMLP P 08-05-99 10,300 $5.25 SCMLP P 08-05-99 10,000 $5.25 SCMLP P 08-05-99 26,400 $5.25 SCMLP P 08-05-99 8,300 $5.25 SCMLP P 08-05-99 86,700 $5.25 SCMLP P 08-05-99 1,800 $5.25 SCMLP P 08-05-99 8,000 $5.25 SCMLP P 08-05-99 2,000 $5.25 SCMLP P 08-05-99 4,700 $5.25 SCMLP P 08-05-99 3,000 $5.25 SCMLP P 08-05-99 8,000 $5.25 SCMLP P 08-05-99 2,300 $5.25 SCMLP P 08-05-99 1,500 $5.25 SCMLP P 08-05-99 19,500 $5.25 SCMLP P 08-05-99 1,400 $5.25 SCMLP P 08-10-99 3,300 $5.50 SCMLP P 08-10-99 8,000 $5.50 SCMLP P 08-10-99 5,200 $5.50 SCMLP P 08-10-99 1,000 $5.50 SCMLP P 08-10-99 5,000 $5.50 SCMLP P 08-10-99 1,300 $5.50 SCMLP P 08-10-99 4,000 $5.50 SCMLP P 08-10-99 3,500 $5.50 SCMLP P 08-10-99 3,800 $5.50 SCMLP P 08-10-99 4,400 $5.50 SCMLP P 08-10-99 9,300 $5.50 SCMLP P 08-10-99 3,600 $5.50 SCMLP P 08-10-99 17,000 $5.50 SCMLP P 08-10-99 12,000 $5.50 SCMLP P 08-10-99 17,200 $5.50 SCMLP P 08-10-99 3,800 $5.50 SCMLP P 08-10-99 3,000 $5.50 SCMLP P 08-10-99 8,800 $5.50 SCMLP P 08-10-99 4,600 $5.50 SCMLP P 08-10-99 35,700 $5.50 SCHEDULE 13D CUSIP No. 284470101 Page 8 of 10 Pages - ------------------------------------------------------------------- SCMLP P 08-10-99 10,000 $5.50 SCMLP P 08-10-99 3,700 $5.50 SCMLP P 08-10-99 2,800 $5.50 SCMLP P 08-10-99 15,000 $5.50 SCMLP P 08-10-99 18,300 $5.50 SCMLP P 08-10-99 15,400 $5.50 SCMLP P 08-10-99 30,500 $5.50 SCMLP P 08-12-99 5,000 $5.56 SCMLP P 08-12-99 15,000 $5.56 SCMLP P 08-12-99 4,500 $5.56 SCMLP P 08-12-99 8,900 $5.56 SCMLP P 08-12-99 9,000 $5.56 SCMLP S 08-24-99 5,000 $8.12 SCMLP S 08-31-99 8,000 $7.17 SCMLP P 08-31-99 8,000 $7.20 All transactions were executed through the Nasdaq National Market. SCMLP is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than five percent of the class. SCHEDULE 13D CUSIP No. 284470101 Page 9 of 10 Pages - ------------------------------------------------------------------- ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. SCMLP is a registered investment adviser. SCMLP's clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the various securities in which their assets are invested, including the Stock. Depending on SCMLP's agreement with each advisory client, the client may have no right, a shared right or an exclusive right to direct the voting of the Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Letter from Margot Murtaugh to Fred Mershad, the Chief Executive Officer of the Issuer and the Chairman of the Issuer's Board of Directors dated September 9, 1999. SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: September __, 1999 SNYDER CAPITAL MANAGEMENT, L.P. By: Snyder Capital Management, Inc. General Partner By: /s/ Margot Murtaugh Margot Murtaugh Vice President SNYDER CAPITAL MANAGEMENT, INC. By: /s/ Margot Murtaugh Margot Murtaugh Vice President SCHEDULE 13D CUSIP No. 284470101 Page 10 of 10 Pages Exhibit A September 9, 1999 Fred Mershad The Elder-Beerman Stores Corp. 3155 Elbee Road Dayton, OH 45439 Dear Fred: Thank you very much for our meeting last Wednesday. I appreciated your candor in discussing the problems of the past and the solutions that you are implementing, as well as your vision for the future. We want to reiterate that we are supportive of management. We believe that while some mistakes have been made, you have addressed them swiftly and decisively, and that patience is required before the benefits will be seen. After reflecting on the situation, we support two of PPM's suggestions, but disagree with their first proposal. We believe that you should continue in the Chairman and C.E.O. roles, but that you should consider replacing at least two board members. The current board is largely composed of people with experience in restructuring companies. We think that Elder Beerman would benefit in having a fresh perspective from directors who have more experience in guiding ongoing public enterprises. We have several ideas on appropriate candidates, and would appreciate input in this process. Finally, we would like the provisions in the articles of incorporation and the code of regulations requiring a supermajority vote on such matters as the staggered board and removal of directors to be changed to a simple majority requirement. We hope that you give serious consideration to these two proposals and we look forward to hearing your thoughts in the next few weeks. Sincerely, /s/ Margot Murtaugh Margot Murtaugh NJK\3321\002\1063482 -----END PRIVACY-ENHANCED MESSAGE-----