-----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, Bg38+cRUJxstaecxw0JRfEs2ZVSxmAtypr54yz1o94LUTsoIrUUSytUr7XzA9DOh DQkw72gI7AQWHoS7kWrVYA== 0000893220-03-001736.txt : 20031024 0000893220-03-001736.hdr.sgml : 20031024 20031024164548 ACCESSION NUMBER: 0000893220-03-001736 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031024 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53669 FILM NUMBER: 03956832 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 FORMER COMPANY: FORMER CONFORMED NAME: ELDER & JOHNSTON CO DATE OF NAME CHANGE: 19670823 FILED BY: 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 TO-T/A 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 SC TO-T/A 1 w91009sctovtza.txt THE BON-TON STORES, INC. AMENDMENT #4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) THE ELDER-BEERMAN STORES CORP. (Name of Subject Company (Issuer)) ELDER ACQUISITION CORP. THE BON-TON STORES, INC. (Names of Filing Persons (Offerors)) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 284470101 (Cusip Number of Class of Securities) James H. Baireuther The Bon-Ton Stores, Inc. 2801 East Market Street York, Pennsylvania 17402 Telephone: (717) 757-7660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: John M. Coogan, Jr. Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103 Telephone: (215) 977-2000 CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee** - ---------------------- ---------------------- $92,683,656 $7,498.11
* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 11,585,457 (number of shares of common stock of subject company outstanding as of September 15, 2003 (according to the Agreement and Plan of Merger, dated as of September 15, 2003, by and among subject company and the filing persons) by $8.00 (the purchase price per share offered by Offeror). * The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $7,498.11 Filing Party: The Bon-Ton Stores, Inc. Elder Acquisition Corp. Form or Registration No.: Schedule TO Date Filed: September 23, 2003
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] AMENDMENT NO. 4 TO SCHEDULE TO This Amendment No. 4, constituting the final amendment, amends and supplements the Tender Offer Statement on Schedule TO filed on September 23, 2003, as amended from time to time (the "Schedule TO"), by The Bon-Ton Stores, Inc., a Pennsylvania corporation ("Parent"), and Elder Acquisition Corp., an Ohio corporation and a wholly owned subsidiary of Parent ("Purchaser"), relating to the purchase of all of the outstanding shares of common stock (the "Common Stock"), no par value, of The Elder-Beerman Stores Corp., an Ohio corporation (the "Company"), and the associated stock purchase rights (together with the Common Stock, the "Shares"), at a price of $8.00 per Share, net to the seller in cash, less any amount required by law to be withheld and paid to governmental entities, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2003, and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless otherwise defined herein, capitalized terms used but not otherwise defined herein have the meanings ascribed such terms in the Offer to Purchase. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 8 of the Schedule TO is hereby amended and supplemented to include the following information: The Offer expired at 9:00 a.m., New York City time, on Friday, October 24, 2003. At approximately 9:05 a.m., New York City time, on Friday, October 24, 2003, Purchaser accepted for payment all shares of the Company common stock validly tendered and not withdrawn prior to the expiration of the Offer. At the expiration of the Offer, 10,893,005 shares of Company common stock (including 25,150 shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 94% of the outstanding Company common stock. Based on information provided to Parent and Purchaser by the Company, there were 11,585,457 shares of Company common stock outstanding as of October 23, 2003. On October 24, 2003, Parent issued a press release announcing the results of the Offer. The full text of the press release is filed as Exhibit (a)(13) and is incorporated herein by reference. MERGER On October 24, 2003, pursuant to Section 1701.801 of the Ohio General Corporation Law, Purchaser was merged with and into the Company (the "Merger"), with the Company becoming an indirect wholly owned subsidiary of Parent. In the Merger, all outstanding shares of Company common stock (other than shares held by Parent and its subsidiaries, shares held in the treasury of the Company and shares held by shareholders who properly exercise dissenters' rights under Ohio law) were converted into the right to receive $8.00 per share in cash. ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented to include the following exhibit:
EXHIBIT DESCRIPTION - ------- ----------- (a)(13) Text of press release issued by Parent, dated October 24, 2003
-3- SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 24, 2003 THE BON-TON STORES, INC. By: /s/ James H. Baireuther --------------------------------- Name: James H. Baireuther Title: Vice Chairman, Chief Administrative Officer and Chief Financial Officer ELDER ACQUISITION CORP. By: /s/ James H. Baireuther --------------------------------- Name: James H. Baireuther Title: Vice Chairman, Chief Administrative Officer and Chief Financial Officer -4- EXHIBIT INDEX (a)(1) Offer to Purchase dated September 23, 2003.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Text of press release issued by Parent, dated September 4, 2003.* (a)(8) Text of press release issued by Parent, dated September 10, 2003.* (a)(9) Text of press release issued by Parent, dated September 15, 2003.* (a)(10) Text of press release issued by Parent, dated September 16, 2003.* (a)(11) Text of press release issued by Parent, dated October 8, 2003.* (a)(12) Text of press release issued by Parent, dated October 22, 2003.* (a)(13) Text of press release issued by Parent, dated October 24, 2003. (b)(1) Commitment Letter from General Electric Capital Corporation, dated August 29, 2003.* (b)(2) First Amendment to Commitment Letter from General Electric Capital Corporation, dated September 10, 2003.* (b)(3) Second Amendment to Commitment Letter from General Electric Capital Corporation, dated September 12, 2003.* (b)(4) Commitment letter from Bank One, NA, dated August 29, 2003.* (b)(5) First Amendment to Commitment Letter from Bank One, NA, dated September 10, 2003.* (b)(6) Second Amendment to Commitment Letter from Bank One, NA, dated September 12, 2003.* (d)(1) Agreement and Plan of Merger, dated September 15, 2003, by and among The Bon-Ton Stores, Inc., Elder Acquisition Corp. and The Elder-Beerman Stores Corp.* (g) Not applicable. (h) Not applicable.
* Previously filed -5- EX-99.A.13 3 w91009exv99waw13.txt PRESS RELEASE BY PARENT DATED OCTOBER 24, 2003 Exhibit (a)(13) [THE BON TON LOGO] N E W S R E L E A S E FOR IMMEDIATE RELEASE CONTACT: Mary Kerr Divisional Vice President Corporate Communications (717) 751-3071 THE BON-TON COMPLETES ACQUISITION OF ELDER-BEERMAN YORK, PA. -- OCTOBER 24, 2003--THE BON-TON STORES, INC. (NASDAQ: BONT) today announced that it had completed its tender offer for all outstanding shares of common stock of The Elder-Beerman Stores Corp. (NASDAQ: EBSC) at a price of $8.00 per share in cash. The Bon-Ton also stated that it had been advised by American Stock Transfer & Trust Company, the Depositary, that a total of 10,893,005 shares (including 25,150 shares subject to guarantees of delivery) had been tendered pursuant to the offer which expired at 9:00 a.m., New York City time, on Friday, October 24, 2003, and that all such shares have been accepted for purchase in accordance with the terms of the offer. Payment for shares properly tendered and accepted was made today to the Depositary in accordance with the terms of the offer and, in the case of shares tendered by guaranteed delivery procedures, will be made promptly after delivery of shares and required documentation. In connection with the offering, The Bon-Ton has executed financing agreements having a combined commitment of $575 million. Shortly after payment was made for the shares tendered in the offer, Elder-Beerman and an indirect wholly owned subsidiary of The Bon-Ton were merged in accordance with the terms of Ohio law pursuant to which Elder-Beerman became an indirect wholly owned subsidiary of The Bon-Ton. As a consequence of the merger, all remaining Elder-Beerman shareholders are entitled to receive $8.00 cash price for each of their shares. "Today marks an important milestone in the history of The Bon-Ton," said Tim Grumbacher, Chairman and Chief Executive Officer of The Bon-Ton. "We are enthusiastic about working with this fine company and its dedicated management and employees to realize the enormous strategic and operational potential of this business combination. Together, we will operate 141 stores in 16 states, making us one of the largest independent retail department stores in the country. The increased geographic presence realized by this merger, along with the potential for continued growth, significant profit improvement and stronger purchasing leverage, are all major benefits of this merger." -6- Headquartered in Dayton, Ohio, The Elder-Beerman Stores Corp. is the nation's ninth largest independent department store chain and operates 69 stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin, Pennsylvania and Iowa. The Bon-Ton Stores, Inc., headquartered in York, Pennsylvania, operates 72 department stores in targeted markets in Pennsylvania, New York, Maryland, New Jersey, Connecticut, Massachusetts, New Hampshire, Vermont and West Virginia. The stores carry a broad assortment of quality, brand-name fashion apparel and accessories for women, men and children, as well as distinctive home furnishings. Note: Statements made in this press release, other than statements of historical information, are forward looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. -7- -----END PRIVACY-ENHANCED MESSAGE-----