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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): November 18, 2005
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THE BON-TON STORES, INC.
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(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)
Registrant's 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Cash Bonus Plan
The Bon-Ton Stores, Inc. (the "Company") has maintained a Cash Bonus Plan (the
"Cash Bonus Plan"), administered by the Human Resources and Compensation
Committee of the Board (the "Committee"), since it was approved by the Company's
shareholders at its July 21, 2004 Annual Meeting of Shareholders. Any bonus
payments to named executive officers under the Cash Bonus Plan have been
previously disclosed by the Company. A copy of the Cash Bonus Plan is filed
herewith as Exhibit 10.1 and is herein incorporated by reference.
The purpose of the Cash Bonus Plan is to provide performance-based cash bonus
compensation for key executives in accordance with a formula that is related to
the financial success of the Company as part of an integrated compensation
program which is intended to assist the Company in motivating and retaining
employees of superior ability, industry and loyalty. The actual bonuses payable
under the cash bonus plan for a fiscal period, if any, will vary depending on
the extent to which actual performance meets, exceeds or falls short of the
targets approved by the Committee, as determined by the Committee. The targets
set under the Cash Bonus Plan in any plan year are at the discretion of the
Committee and are set based on various business criteria including: stock price,
market share, gross sales, gross revenue, net revenues, pretax income, operating
income, cash flow, earnings per share, return on equity, return on invested
capital or assets, cost reductions and savings, return on revenues or
productivity, any variation or combination of the preceding business criteria or
any additional performance measure (to the extent consistent with the
Performance Based Compensation Rules, as defined in the Cash Bonus Plan).
Fourth Quarter Bonus
On November 18, 2005, the Committee approved a bonus for key executives of the
Company to be paid upon the achievement of targets based on a combination of
business criteria for the fourth quarter of the fiscal year ending January 28,
2006 (the "Fourth Quarter Bonus"). The named executive officers eligible for the
Fourth Quarter Bonus are Lynn Derry, whose maximum bonus would be $112,500, and
John Farrell, whose maximum bonus would be $118,800. The Fourth Quarter Bonus is
provided to the participants under the same general terms and conditions
applicable under the Cash Bonus Plan but is a separate bonus from the Cash Bonus
Plan. The amounts of the actual bonuses awarded will be approved by the
Committee.
The Committee approved the Fourth Quarter Bonus opportunity to the participants
in light of the substantial additional efforts that will be required to operate
the Company and prepare for integration activities that will be necessary
following the completion of the Company's pending acquisition of the Northern
Department Store Group of Saks Incorporated, which is expected to close early in
the first quarter of the next fiscal year.
Restricted Stock Grant
On November 18, 2005, pursuant to the Company's Amended and Restated 2000 Stock
Incentive Plan ("Stock Incentive Plan"), the Committee approved grants of
restricted stock to key executives of the Company, including a grant of
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1,000 shares of restricted stock to named executive officer John S. Farrell. The
shares were awarded subject to a vesting requirement generally requiring each
grantee to remain an employee of the Company, subject to certain exceptions, for
a period of two years from the date of the grant.
Stock Incentive Plan Forms
Pursuant to the Stock Incentive Plan, from time to time the Company may issue
restricted stock grants, stock options grants and/or restricted stock units
grants. All grants of restricted stock, stock options or restricted stock units
have been, and will continue to be, awarded under a Stock Option Agreement, a
Restricted Stock Agreement or a Restricted Stock Unit Agreement, as applicable.
The Form of Stock Option Agreement is filed with this Form 8-K as Exhibit 10.2
and is incorporated herein by reference. The Form of Restricted Stock Agreement
is filed with this Form 8-K as Exhibit 10.3 and is incorporated herein by
reference. The Form of Restricted Stock Unit Agreement is filed with this Form
8-K as Exhibit 10.4 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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10.1 The Bon-Ton Stores, Inc. Cash Bonus Plan
10.2 Form of Stock Option Agreement
10.3 Form of Restricted Stock Agreement
10.4 Form of Restricted Stock Unit Agreement
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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, Chief Financial
Officer and Principal Accounting Officer
Dated: November 25, 2005
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