EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
THE ELDER-BEERMAN STORES CORP.
AT
$8.00 NET PER SHARE
BY
ELDER ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
THE BON-TON STORES, INC.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated September
23, 2003 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer") in
connection with the offer by Elder Acquisition Corp. (the "Purchaser"), an Ohio
corporation and an indirect wholly owned subsidiary of The Bon-Ton Stores, Inc.
(the "Parent"), a Pennsylvania corporation, to purchase for cash all outstanding
shares of common stock, no par value (the "Common Stock"), and the associated
preferred stock purchase rights (the "Rights," and together with the Common
Stock, the "Shares"), of The Elder-Beerman Stores Corp., an Ohio corporation
(the "Company"). We are the holder of record of Shares held for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
1. The tender price is $8.00 per Share, net to you in cash upon the terms
and subject to the conditions of the Offer.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Tuesday, October 21, 2003, unless extended (as extended, the
"Expiration Date").
3. The independent directors of the Company (with one director absent)
unanimously (1) determined that the Merger Agreement, the Offer and the
proposed merger are advisable, fair to and in the best interests of the
Company and its shareholders, (2) approved the Merger Agreement, the
Offer, and the proposed merger, and (3) recommended that the Company's
shareholders accept the Offer and tender their Shares pursuant to the
Offer.
4. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not withdrawn before the Expiration Date a number
of Shares that, together with the Shares then owned by the Parent and
its subsidiaries (including the Purchaser), represents at least
two-thirds of the total number of Shares outstanding on a fully diluted
basis, and (b) the Parent having received proceeds of the financings
contemplated by its existing commitment letters or such other
financings that are sufficient, together with cash on hand, to
consummate the Offer and the proposed merger and to refinance all debt
of the Company and the Parent that is or could be required to be
repurchased or becomes, or could be declared, due and payable as a
result of the Offer or the proposed merger or the financing thereof and
to pay all related fees and expenses. The Offer is also subject to the
other conditions described in the Offer to Purchase.
5. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except
as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
below. An envelope to return your instructions to us is enclosed. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the instruction form. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf by
the Expiration Date.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by American Stock Transfer & Trust Company (the
"Depositary") of (i) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase), in connection with a
book-entry delivery, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering shareholders
at the same time depending upon when certificates for or confirmations of
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility are actually received by the Depositary.
2
INSTRUCTION FORM WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
THE ELDER-BEERMAN STORES CORP.
BY ELDER ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated September 23, 2003, and the related Letter of
Transmittal, in connection with the offer by Elder Acquisition Corp. to purchase
all outstanding shares of common stock, no par value, and the associated
preferred stock purchase rights (together, the "Shares"), of The Elder-Beerman
Stores Corp.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
<Table>
Number of Shares to be Tendered: SIGN HERE
- --------------------------------------------------- Shares*
-----------------------------------------------------------
SIGNATURE(S)
Dated ---------------------------------------------, 2003
-----------------------------------------------------------
NAME(S)
-----------------------------------------------------------
ADDRESS(ES)
-----------------------------------------------------------
(ZIP CODE)
</Table>
* Unless otherwise indicated, it will be assumed that all Shares held for the
undersigned's account are to be tendered.