UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 24, 2004
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THE BON-TON STORES, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania
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(State or Other
Jurisdiction of
Incorporation)
0-19517
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(Commission File
Number)
23-2835229
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(I.R.S. Employer
Identification No.)
2801 E. Market Street
York, Pennsylvania
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(Address of Principal Executive Offices)
17402
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(Zip Code)
Registrants telephone number, including area code: (717) 757-7660
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17
___ CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
___ 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
___ Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
___ Exchange Act (17 CFR 240.13e4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 24, 2004, The Bon-Ton Stores, Inc. (the "Company") appointed
Byron L. Bergren, 57, as the Company's President and Chief Executive Officer,
and the Company's Board of Directors elected Mr. Bergren as a Director.
Mr. Bergren has served as Vice Chairman of the Company since November 2003
and as President and Chief Executive Officer of The Elder-Beerman Stores Corp.
since February 2002. He served as Chairman of the Southern Division of Belk
Stores, Inc. from 1999 to February 2002, as Partner of the Florida Division of
Belk Stores from 1992 to 1999, and in senior executive positions at Belk Stores
from 1985 to 1992.
Mr. Bergren's employment agreement commenced August 24, 2004 and continues
to January 31, 2008. It provides for a minimum annual base salary of $700,000
and a bonus in accordance with criteria established by the Compensation
Committee of the Board of Directors. The maximum bonus for fiscal 2004 is 100%
of Mr. Bergren's fiscal 2004 base salary, and the maximum bonus for each fiscal
year thereafter is 150% of his base salary in each respective fiscal year. If
Mr. Bergren is discharged without cause or resigns for good reason (each as
defined in the employment agreement) prior to August 24, 2005, he will continue
to receive his base salary for one year. If Mr. Bergren is discharged without
cause or resigns for good reason on or after August 24, 2005, he will continue
to receive his base salary for the greater of one year or the remaining term of
the employment agreement. Upon a change in control (as defined in the employment
agreement) of the Company, all options and shares of restricted stock held by
Mr. Bergren will immediately vest and, upon termination of his employment under
certain circumstances after a change in control, Mr. Bergren will be entitled to
a payment equal to the lesser of (i) 2.99 times his base salary at the time of
the change in control, and (ii) the maximum amount permitted by Section 280G of
the Internal Revenue Code of 1986, as amended. Mr. Bergren's employment
agreement also provides that he will be nominated to serve as a Director and
that he will be granted, effective August 24, 2004, 35,000 restricted shares of
the Company's common stock which vest on January 31, 2008 and options to
purchase 125,000 shares of the Company's common stock which vest in three equal
installments on January 31, 2006, January 31, 2007 and January 31, 2008.
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: August 27, 2004