UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3)
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**
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$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. [ ]
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 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 12. EXHIBITS
Item 12 is hereby amended and supplemented to include the following
exhibit:
EXHIBIT DESCRIPTION
(a)(12) Text of press release issued by Parent, dated October 22, 2003
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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 22, 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
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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.
(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
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