0000893220-05-000561.txt : 20120607
0000893220-05-000561.hdr.sgml : 20120607
20050315155453
ACCESSION NUMBER: 0000893220-05-000561
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050315
DATE AS OF CHANGE: 20050315
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: 05681712
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
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
SC 13D/A
1
w06828sc13dza.txt
SCHEDULE 13D/A BON-TON STORES, M. THOMAS GRUMBACHER
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. 5)
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)
March 8, 2005
-----------------------------------------
(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 [ ].
(Continued on following pages)
(Page 1 of 7 Pages)
13D
CUSIP No. 09776J 10 1 13D Page 2 of 7 Pages
----------
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A.
NUMBER OF 7. SOLE VOTING POWER - 5,705,743
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 177,733
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 5,340,538
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER - 177,733
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 5,883,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 36.9%
14. TYPE OF REPORTING PERSON -- IN
CUSIP No. 09776J 10 1 13D Page 3 of 7 Pages
AMENDMENT NO. 5 TO STATEMENT ON SCHEDULE 13D
This Amendment No. 5 amends the Schedule 13D with respect to the common
stock of The Bon-Ton Stores, Inc. (the "Company") beneficially owned by M.
Thomas 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, and Amendment No. 4 filed on February 17, 2004.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Grumbacher is the beneficial owner of an aggregate of 5,883,476
shares of Common Stock, which comprises 36.9% 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 2,917,632 shares of Common Stock and 2,406,253 shares of Class A 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 44,550 shares of Common Stock as a result of his ownership of
options to purchase 44,550 shares of Common Stock, which options are presently
exercisable. Mr. Grumbacher also beneficially owns 165,773 shares of Common
Stock in his capacity as one of four directors of a charitable foundation (the
"Foundation") which owns 165,773 shares of Common Stock.
Mr. Grumbacher may also 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 8,480 shares of Common Stock. The 2003 Trust owns 3,480 shares of Common
Stock. As a result of Nancy Grumbacher being one of the trustees of each of the
Trusts, Mr. Grumbacher may be 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 2,934,285 shares of Common Stock; (ii) sole voting power with respect
to an additional 365,205 shares of Common Stock; and (iii) 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 165,773
shares of Common Stock held by the Foundation with the other directors of the
Foundation. The other directors of the Foundation are Thomas W. Wolf ("Wolf"),
Nancy Grumbacher and Henry F. Miller ("Miller").
CUSIP No. 09776J 10 1 13D Page 4 of 7 Pages
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"), Wolf and Beth G. Elser ("Elser"), and these trustees share voting and
dispositive power with respect to 8,480 shares of Common Stock; and
(ii) The trustees of the 2003 Trust are Nancy Grumbacher, Glyn, Wolf and
Elser, and these trustees share voting and dispositive power with respect to
3,480 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:
-Residence 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.
Henry F. Miller
-Business Address: Wolf, Block, Schorr and Solis-Cohen LLP, 1650 Arch
Street, 22nd Floor, Philadelphia, Pennsylvania 19103.
-Miller's present principal occupation is partner in 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.
Thomas W. Wolf
-Business Address: Wolf Organization, Inc., P.O. Box 1267, York, PA 17405
-Wolf's present principal occupation is President of the Wolf
Organization, Inc., a building materials manufacturer and distributor. He
is also a director of the Company.
-Wolf has not been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
CUSIP No. 09776J 10 1 13D Page 5 of 7 Pages
-Wolf 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
-Residence Address: 5303 Lakeside Avenue, Virginia Beach, VA 23451.
-Elser is presently not 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.
(c) The following transactions were effected since Mr. Grumbacher's most
recent filing on Schedule 13D, dated as of February 17, 2004:
On April 2, 2004, the Foundation sold 70,000 shares of Common Stock
through open market transactions at an average price of $16.50 per share.
On August 2, 2004, Nancy Grumbacher, the wife of Mr. Grumbacher, resigned
as trustee of six trusts: (i) three trusts, each created under an Indenture of
Trust of M. Thomas Grumbacher dated March 9, 1989 (the "1989 Trusts"); and (ii)
three trusts, each created under an Indenture of Trust of M. Thomas Grumbacher
dated June 21, 1993 (the "1993 Trusts"). The resignation of Mrs. Grumbacher as a
trustee of the 1989 Trusts and 1993 Trusts resulted in Mr. Grumbacher no longer
beneficially owning 88,404 shares of Common Stock and 545,237 shares of Class A
Stock held by the 1989 Trusts and 1993 Trusts.
On December 1, 2004, Mr. Grumbacher gave 50,000 shares of Common Stock to
the Foundation, 1,530 shares of Common Stock to the 1999 Trust and 1,530 shares
of Common Stock to the 2003 Trust.
On March 8, 2005, Mr. Grumbacher received an award of 365,205 shares of
restricted Common Stock (the "Restricted Stock") from the Company under and in
accordance with the terms of the Company's 2000 Stock Incentive Plan. The
Restricted Stock will vest fully on or about February 1, 2008.
(d) The Foundation has the right to receive dividends from, and the
proceeds from the sale of, 165,773 shares of Common Stock. Mr. Grumbacher, Nancy
Grumbacher, Wolf 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.
CUSIP No. 09776J 10 1 13D Page 6 of 7 Pages
The 1999 Trust has the right to receive dividends from, and the proceeds
from the sale of, 8,480 shares of Common Stock. Nancy Grumbacher, Wolf, 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, 3,480 shares of Common Stock. Nancy Grumbacher, Wolf, 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.
(e) Not applicable.
CUSIP No. 09776J 10 1 13D Page 7 of 7 Pages
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: March 15, 2005
/s/ John M. Coogan, Jr.
------------------------------
Name: John M. Coogan, Jr.,
Attorney-in-fact for
M. Thomas Grumbacher