UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE ELDER-BEERMAN STORES CORP.
(Name of Subject Company (Issuer))
ELDER ACQUISITION CORP.
THE BON-TON STORES, INC.
(Names of Filing Persons (Offeror))
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*
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Not Applicable Not Applicable
* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a
tender offer.
[ ] 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: Not applicable. Filing Party: Not applicable
Form or Registration No.: Not applicable. Date Filed: Not applicable
[X] 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. [ ]
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[BON-TON LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT:
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Mary Kerr
Divisional Vice President
Corporate Communications
(717) 751-3071
THE BON-TON MAKES FIRM OFFER TO ACQUIRE ELDER-BEERMAN
YORK, PA.--SEPTEMBER 4, 2003--THE BON-TON STORES, INC. (NASDAQ: BONT) today
announced that it has submitted a firm offer to the board of directors of The
Elder-Beerman Stores Corp. (Nasdaq: EBSC) that provides for a combination of the
two companies in which all Elder-Beerman shareholders would receive $7.00 per
share in cash for their common stock. In a letter from Tim Grumbacher, Chairman
and Chief Executive Officer of The Bon-Ton, to the Board of Directors of
Elder-Beerman, Mr. Grumbacher stated that promptly after signing a merger
agreement, The Bon-Ton would commence a tender offer to purchase all outstanding
shares of Elder-Beerman at $7.00 per share, followed by a merger of
Elder-Beerman with a subsidiary of The Bon-Ton. The Bon-Ton also advised the
Elder-Beerman board that The Bon-Ton has received written commitments from
financing sources to provide the funds necessary to complete the business
combination.
The principal conditions to consummation of the tender offer would be: (i)
at least two-thirds of Elder-Beerman's outstanding common shares, on a fully
diluted basis, being tendered and not withdrawn prior to the expiration date of
the offer, (ii) the proceeds of the financings under The Bon-Ton's commitment
letters being available to The Bon-Ton and (iii) the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 68
stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin,
Pennsylvania and Iowa.
The Bon-Ton Stores, Inc. 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. Factors that could cause
such differences include, but are not limited to, delays in being given
permission to
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commence due diligence, negotiation and completion of a formal transaction
agreement, actions taken by Elder-Beerman or other parties and governmental
regulatory processes.
THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER
AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF
ELDER-BEERMAN OR THE BON-TON. THE BON-TON INTENDS TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION TENDER OFFER DOCUMENTS WITH RESPECT TO THE PROPOSED
TENDER OFFER. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ SUCH DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL INCLUDE IMPORTANT INFORMATION.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF ANY DOCUMENTS FILED BY
THE BON-TON WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE BON-TON
AT 2801 EAST MARKET STREET, YORK, PA 17402, ATTN: INVESTOR RELATIONS.
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