| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A* | |
| (Rule 13d-102) | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT | |
| TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED | |
| PURSUANT TO 13d-2(b) | |
| (Amendment No. 1) | |
The Bon-Ton Stores, Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
09776J101 | |
| (CUSIP Number) | |
December 31, 2013 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*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).
| CUSIP No. 09776J101 | 13G/A | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS Lombard Odier Asset Management (USA) Corp | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ (b)¨
| ||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 1,366,194 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 1,366,194 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,366,194 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.80% | |||||
| 12 | TYPE OF REPORTING PERSON IA; CO | |||||
| CUSIP No. 09776J101 | 13G/A | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER. |
| The Bon-Ton Stores, Inc., a Pennsylvania corporation (the “Company”). |
| Item 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
2801 E. Market Street York, Pennsylvania 17402 |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by the entity listed below, referred to herein as the “Reporting Person,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company: | ||
| Investment Advisor | ||
| �� | Lombard Odier Asset Management (USA) Corp (the “Investment Advisor”), with respect to the shares of Common Stock held by 1798 Fundamental Strategies Master Fund, 1798 US Special Situations Master Fund and Amundi Alternatives 1798 US Special Situations Master Fund to which the Investment Advisor serves as investment advisor (collectively, the “1798 Funds”). | |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
888 7th Avenue, 11th Floor New York, NY 10106 |
| Item 2(c). | CITIZENSHIP: |
| The Investment Advisor is a corporation organized under the laws of the State of Delaware. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.01, par value (the “Common Stock”). |
| Item 2(e). | CUSIP NUMBER: |
| 09776J101 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act, | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act, | |
| (c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Act, |
| CUSIP No. 09776J101 | 13G/A | Page 4 of 6 Pages |
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act of 1940, | |
| (e) | ý | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), | |
| (g) | ¨ | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), | |
| (h) | ¨ | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_______________________________ |
| Item 4. | OWNERSHIP. |
| The percentages used herein and in the rest of this Schedule 13G are calculated based upon17,519,657shares of Common Stock issued and outstanding as of November 29, 2013, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013, filed with the Securities and Exchange Commission on December 11, 2013. | |||||
| A. | Investment Advisor | ||||
| (a) | Amount beneficially owned: 1,366,194 | ||||
| (b) | Percent of class: 7.80% | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: 1,366,194 | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition of: 1,366,194 | ||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| CUSIP No. 09776J101 | 13G/A | Page 5 of 6 Pages |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| The Reporting Person hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 09776J101 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 10, 2014
| Lombard Odier Asset Management (USA) Corp | |||
| By: | /s/ Laura Keeler | ||
| Name: Laura Keeler | |||
| Title: Authorized Signatory | |||