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
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Transaction Valuation* Amount of Filing Fee*
- --------------------------------------------------------------------------------
Not Applicable Not Applicable
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* 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.
Form or Registration No.: Not applicable.
Filing Party: 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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(THE BONTON LOGO)
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT:
Mary Kerr
Divisional Vice President
Corporate Communications
(717) 751-3071
THE BON-TON TO ACQUIRE ELDER-BEERMAN
YORK, PA.--SEPTEMBER 16, 2003--THE BON-TON STORES, INC. (NASDAQ: BONT)
announced today that it has entered into a definitive merger agreement providing
for The Bon-Ton's acquisition of The Elder-Beerman Stores Corp. (Nasdaq: EBSC)
at a price of $8.00 per share in cash.
Under the terms of the agreement, which has been approved by the boards of
directors of both companies, The Bon-Ton will promptly commence a cash tender
offer for all outstanding shares of Elder-Beerman, followed by a second step
merger of Elder-Beerman with a Bon-Ton subsidiary. Among other things,
completion of the tender offer is subject to: (i) the tender of at least
two-thirds of the outstanding Elder-Beerman shares on a fully diluted basis,
(ii) the availability of the proceeds of the financings under previously
received commitment letters and (iii) applicable regulatory approvals.
Tim Grumbacher, The Bon-Ton's Chairman and Chief Executive Officer, is
enthusiastic about the proposed business combination. Mr. Grumbacher commented,
"We are very pleased to have the opportunity to merge these two strong retail
companies. The strategic and operational potential of this business combination
is exceptional and the ability to add value for our shareholders is equally as
compelling. The companies have a similar customer base and comparable
merchandise offerings, as well as little or no geographic overlap across the
secondary markets we serve. We look forward to expanding our partnerships with
the vendor community, banks and other business partners, as we work toward the
common goal of maximizing the potential of this acquisition."
Headquartered in Dayton, Ohio, The Elder-Beerman Stores Corp. is the
nation's ninth largest independent department store chain and operates 68 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.
Factors that could cause such differences include, but are not limited to, the
possible failure to satisfy the conditions to the tender offer and the merger.
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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