UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 24, 2003
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THE BON-TON STORES, INC.
(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-19517 23-2835229
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
2801 E. Market Street
York, Pennsylvania 17402
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(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (717) 757-7660
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This Report on Form 8-K/A amends and supplements the report on Form 8-K filed by
The Bon-Ton Stores, Inc. on November 7, 2003 (the "Report on Form 8-K") in
connection with the acquisition of The Elder-Beerman Stores Corp. The Report on
Form 8-K is being amended and supplemented solely to include the pro forma
financial information required by Item 7.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Item 7(b) is hereby amended and supplemented as follows:
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information required by Item
7(b) of Form 8-K for the thirty-nine weeks ended November 1, 2003 and the year
ended February 1, 2003 is set forth as Exhibit 99.10 to this amendment to the
Report on Form 8-K, which exhibit is hereby incorporated herein by reference.
Item 7(c) is hereby amended and supplemented as follows:
2.1 Agreement and Plan of Merger dated as of September 15, 2003 by and among
The Bon-Ton Stores, Inc., The Elder-Beerman Stores Corp. and Elder
Acquisition Corp. (incorporated herein by reference to Exhibit (d)(1) to
the Schedule TO filed by The Bon-Ton Stores, Inc. with the SEC on
September 23, 2003).*
23.1 Consent of Deloitte & Touche LLP.*
99.1 Second Amended and Restated Credit Agreement dated as of October 24,
2003 among General Electric Capital Corporation, The Bon-Ton Department
Stores, Inc., Elder-Beerman and the other credit parties and lenders
parties thereto.*
99.2 Stock Purchase Agreement dated as of October 23, 2003 between The
Bon-Ton Stores, Inc. and Tim Grumbacher.*
99.3 Registration Rights Agreement dated as of October 31, 2003 between The
Bon-Ton Stores, Inc. and Tim Grumbacher.*
99.4 Master Amendment to Receivables Purchase Agreement dated as of October
24, 2003 among The Bon-Ton Receivables Partnership, L.P., BTRGP, Inc.,
Falcon Asset Securitization Corporation, Charta, LLC and EagleFunding
Corporation, certain financial institutions party thereto as investors,
Bank One, NA, Citicorp North America, Inc. and Fleet Securities, Inc.*
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99.5 Amendment No. 1 to Transfer Agreement dated as of October 24, 2003 by
and between The Bon-Ton Department Stores, Inc. and The Bon-Ton
Receivables Partnership, L.P.*
99.6 Omnibus Amendment No. 1 dated as of October 24, 2003 among The El-Bee
Receivables Corporation, The El-Bee Chargit Corp., Deutsche Bank Trust
Company Americas, Citicorp North America, Inc., Citibank, N.A., CRC
Funding, LLC, Fleet Securities, Inc., Fleet National Bank, EagleFunding
Corporation, Bank One, NA and Falcon Asset Securitization Corporation.*
99.7 Waiver Letter dated as of October 24, 2003 among The El-Bee Receivables
Corporation, The El-Bee Chargit Corp., Citicorp North America, Inc.,
Fleet Securities, Inc., CRC Funding, LLC, EagleFunding Corporation,
Citibank, NA, Fleet National Bank and Deutsche Bank Trust Company
Americas.*
99.8 Historical consolidated financial statements of Elder-Beerman including
Elder-Beerman's consolidated balance sheets as of February 1, 2003 and
February 2, 2002 and the consolidated statements of income, cash flows
and shareholders' equity for the three fiscal years ended February 1,
2003, February 2, 2002 and February 3, 2001.*
99.9 Unaudited consolidated financial statements of Elder-Beerman including
Elder-Beerman's unaudited consolidated balance sheet at August 2, 2003
and the unaudited consolidated statements of income and cash flows for
the twenty-six week periods ended August 2, 2003 and August 3, 2002.*
99.10 Unaudited pro forma combined financial information for the thirty-nine
weeks ended November 1, 2003 and the year ended February 1, 2003.
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
The Bon-Ton Stores, Inc.
By: /s/ Keith E. Plowman
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Keith E. Plowman
Senior Vice President, Finance
and Principal Accounting Officer
Dated: December 24, 2003
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