1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For quarterly period ended April 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________
Commission File Number: 0-02788
THE ELDER-BEERMAN STORES CORP.
(Exact name of registrant as specified in its charter)
OHIO 31-0271980
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3155 EL-BEE ROAD, DAYTON, OHIO 45439
(Address of principal executive offices) (Zip Code)
(937) 296-2700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.
As of June 9, 2000, 14,959,739 shares of the issuer's common stock,
without par value, were outstanding.
================================================================================
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THE ELDER-BEERMAN STORES CORP.
INDEX
PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of April 29, 2000 and as of January 29, 2000
(Unaudited).......................................................................................1
Condensed Consolidated Statements of Operations for the 13 weeks ended April 29, 2000 and
May 1, 1999 (Unaudited)...........................................................................2
Condensed Consolidated Statements of Cash Flows for the 13 weeks ended April 29, 2000 and
May 1, 1999 (Unaudited)...........................................................................3
Notes to Condensed Consolidated Financial Statements (Unaudited)..................................4
ITEM 2. Management's Discussion and Analysis of Consolidated Financial Condition
and Results of Operations.........................................................................7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........................................9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings................................................................................10
ITEM 2. Changes in Securities and Use of Proceeds........................................................10
ITEM 3. Defaults Upon Senior Securities..................................................................10
ITEM 4. Submission of Matters to a Vote of Security Holders..............................................10
ITEM 5. Other Information................................................................................10
ITEM 6. Exhibits and Reports on Form 8-K.................................................................10
SIGNATURES....................................................................................................12
EXHIBIT INDEX.................................................................................................13
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PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
April 29, 2000 January 29, 2000
--------------- ----------------
ASSETS
- ------
Current assets:
Cash and equivalents $ 8,256 $ 8,276
Customer accounts receivable (less allowance for doubtful
accounts: April 29, 2000 - $1,718; January 29, 2000 - $2,048) 130,600 140,356
Merchandise inventories 185,151 165,451
Other current assets 17,889 20,250
-------------------- --------------------
Total current assets 341,896 334,333
Property, fixtures and equipment, less accumulated depreciation
and amortization 74,751 74,932
Other assets: 45,273 45,630
-------------------- --------------------
Total assets $ 461,920 $ 454,895
==================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current portion of long-term obligations $ 967 $ 131,086
Accounts payable 37,955 36,556
Other accrued liabilities 27,270 25,892
-------------------- --------------------
Total current liabilities 66,192 193,534
Long-term obligations, less current portion 143,226 6,130
Deferred items 9,120 9,054
-------------------- --------------------
Total liabilities 218,538 208,718
Shareholders' equity:
Common stock, no par, 14,959,739 shares on April 29, 2000 and
14,923,846 on January 29, 2000 issued and outstanding 260,357 260,171
Unearned compensation - restricted stock (1,689) (1,779)
Deficit (15,286) (12,215)
-------------------- --------------------
Total shareholders' equity 243,382 246,177
-------------------- --------------------
Total liabilities and shareholders' equity $ 461,920 $ 454,895
==================== ====================
See notes to condensed consolidated financial statements.
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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
13-weeks ended 13-weeks ended
April 29, 2000 May 1, 1999
----------------- -----------
Revenues:
Net sales $ 141,582 $ 139,654
Financing 6,770 6,700
Leased departments 592 598
-------------------- --------------------
Total revenues 148,944 146,952
Costs & expenses:
Cost of merchandise sold, occupancy, and buying expenses 104,890 102,109
Selling, general, administrative, and other expenses 42,269 41,508
Provision for doubtful accounts 943 932
Interest expense 2,928 2,483
Other expense (income) 2,713 (125)
-------------------- --------------------
Total costs & expenses 153,743 146,907
Income (loss) from continuing operations before income
tax expense (benefit) (4,799) 45
Income tax expense (benefit) (1,728) 17
-------------------- --------------------
Income (loss) from continuing operations (3,071) 28
Discontinued Operations -- (216)
-------------------- --------------------
Net loss $ (3,071) $ (188)
==================== ====================
Basic net loss per common share
Continuing Operations $ (0.21) $ --
Discontinued Operations -- (0.01)
-------------------- --------------------
Net loss $ (0.21) $ (0.01)
Basic weighted average number of shares outstanding 14,653,934 15,752,831
Diluted net loss per common share
Continuing Operations $ (0.21) $ --
Discontinued Operations -- (0.01)
-------------------- --------------------
Net loss $ (0.21) $ (0.01)
Diluted weighted average number of shares outstanding 14,653,934 15,827,345
See notes to condensed consolidated financial statements.
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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES
Condensed Consolidated Statements Of Cash Flows
(Dollars in thousands)
(Unaudited)
13-weeks ended 13-weeks ended
April 29, 2000 May 1, 1999
-------------- ------------
Cash flows from operating activities:
Net loss $ (3,071) $ (188)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 3,705 3,608
Loss on discontinued operations -- 216
Changes in operating assets and liabilities, excluding
discontinued operations (4,492) (27,295)
Cash used in discontinued operations -- (1,202)
-------------------- --------------------
Net cash used in operating activities (3,858) (24,861)
Cash flows from investing activities:
Capital expenditures (3,133) (1,907)
-------------------- --------------------
Net cash used in investing activities (3,133) (1,907)
Cash flows from financing activities:
Net payments under asset securitization agreement (14,541) 1,621
Net borrowings under revolving lines of credit 21,753 26,781
Payments on long-term obligations (235) (237)
Other (6) 13
-------------------- --------------------
Net cash provided by financing activities 6,971 28,178
-------------------- --------------------
Increas (decrease) in cash and equivalents (20) 1,410
Cash and equivalents - beginning of period 8,276 8,146
-------------------- --------------------
Cash and equivalents - end of period $ 8,256 $ 9,556
==================== ====================
Supplemental cash flow information:
Interest paid 2,570 2,286
See notes to condensed consolidated financial statements.
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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis Of Presentation
The accompanying unaudited condensed consolidated financial statements
include accounts of The Elder- Beerman Stores Corp. and its wholly-owned
subsidiaries (the "Company"). All intercompany transactions and balances
have been eliminated in consolidation. In the opinion of management, the
Company has made all adjustments (primarily consisting of normal recurring
accruals) considered necessary for a fair presentation for all periods
presented.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company's
business is seasonal in nature and the results of operations for the
interim periods are not necessarily indicative of the results for the full
fiscal year. It is suggested these condensed consolidated financial
statements be read in conjunction with the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended January 29, 2000.
2. Per Share Amounts
Basic income (loss) per common share is computed by dividing net income
(loss) by the weighted-average number of common shares outstanding. Stock
options, restricted shares, deferred shares, and warrants outstanding
represent potential common shares and are included in computing diluted
income per share when the effect would be dilutive.
A reconciliation of the weighted-average shares used in the basic and
diluted earnings per share calculation is as follows:
Thirteen weeks ended
April 29, 2000 May 1, 1999
-------------- -----------
Weighted average common
shares outstanding 14,653,934 15,752,831
Dilutive potential common shares
Stock Options 6,769
Deferred Stock 67,745
-----------
Adjusted weighted average shares 14,653,934 15,827,345
3. Stock-Based Compensation
During the first quarter of 2000, a total of 25,000 stock options were
granted at fair market value to designated employees under the Company's
Equity and Performance Incentive Plan (the "Plan"). These options granted
have a maximum term of ten years and vest over five years.
The Plan provides for the issuance of deferred shares to bonus eligible
employees who elect to receive deferred shares in lieu of a portion of
their cash bonus. During the first quarter of 2000, the Company awarded
15,570 deferred shares in lieu of cash bonus. These shares have a deferral
period ending date of January 29, 2003. The Plan also provides for the
issuance of restricted common shares to certain employees and nonemployee
directors of the Company. These shares have a vesting period of three
years. There were 35,893 restricted shares awarded under the Plan during
the first quarter of 2000. The fair market value of the restricted shares
is being amortized over the three year vesting period.
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Nonemployee directors may take all or a portion of their annual base
retainer fee in the form of a discounted stock option. During the first
quarter of 2000 a total of 17,334 stock options, with an exercise price of
$3.75, were granted under this plan. These options vest on February 5,
2001.
4. Debt
On May 19, 2000 the Company entered into a new three-year Revolving Credit
Facility ("Credit Facility"), and through its financing subsidiary, a new
three-year variable rate securitization loan agreement ("Securitization
Facility") with a commercial bank that expires May 18, 2003. Outstanding
borrowings of $137.3 million on the Credit and Securitization Facilities
due May 2003 are classified as long-term liabilities.
The Credit Facility provides for borrowing and letters of credit in an
aggregate amount up to $150 million subject to a borrowing base formula
based primarily on merchandise inventories. There is a $40 million sublimit
for letters of credit. The Company has the option to finance borrowings at
either Prime, plus 25 basis points or LIBOR, plus 175 basis points through
January 19, 2001 after which borrowing rates are subject to a leverage
ratio.
The Securitization Facility is a revolving agreement whereby the Company
can borrow up to $150 million. The Company's customer accounts receivable
are pledged as collateral under the Securitization Facility. The borrowings
under this facility are subject to a borrowing-based formula based
primarily on outstanding customer accounts receivable. Borrowings bear
interest at approximately one month LIBOR, plus 5 basis points.
Certain financial covenants related to debt are included in the Credit and
Securitization facility agreements. Additionally, there are certain other
restrictive covenants including limitations on the incurrence of additional
liens, indebtedness, payment of dividends, distributions or other payments
on and repurchase of outstanding capital stock, investments, mergers, stock
transfer and sale of assets. Certain ratios related to the performance of
the accounts receivable portfolio are also included.
5. Store Closing
On March 2, 2000 the Company announced its plan to close its downtown
Wheeling and downtown Charleston stores in West Virginia. During the first
quarter of 2000, the Company recorded costs of $1.1 million for fixed asset
writedowns and $1.8 million for excess inventory markdowns. In addition,
expense of $1.8 million was recorded for lease settlements and severance
costs. The excess inventory markdowns are included in costs of merchandise
sold, occupancy and buying expenses and all other costs are included in
selling, general, administrative and other expenses. Both store closings
are anticipated to be complete during the second quarter of 2000.
6. Discontinued Operations
During the fourth quarter of 1999 the company sold its wholly-owned
subsidiary, The Bee-Gee Shoe Corp. ("Bee-Gee"), the specialty shoe store
operation. Loss from operations for the 13-week period ending May 1, 1999
was approximately $0.2 million, net of income tax benefits of approximately
$0.1 million. The financial statements and notes have been reclassified for
all periods presented to reflect Bee-Gee as a discontinued operation.
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7. Segment Reporting
The following table sets forth financial information by segment, $(000's):
13-weeks ended
April 29, 2000 May 1, 1999
-------------- -----------
Department Store
Revenues $ 142,174 $ 140,252
Operating profit (loss) (3,578) (3,573)
Finance Operations
Revenues $ 8,757 $ 8,678
Operating profit 6,074 6,023
Segment Subtotal
Revenues (1) $ 150,931 $ 148,930
Operating Profit (2) 2,496 2,450
(1) Segment revenues is reconciled to reported revenues as follows:
13-weeks ended
April 29, 2000 May 1, 1999
-------------- -----------
Segment revenues $ 150,931 $ 148,930
Intersegment operating
charge eliminated (1,987) (1,978)
--------------- ---------------
$ 148,944 $ 146,952
=============== ===============
(2) Total segment operating profit is reconciled to income (loss) from
continuing operations before income tax expense (benefit) as follows:
39-weeks ended
April 29, 2000 May 1, 1999
-------------- -----------
Segment operating profit $ 2,496 $ 2,450
Store closing costs (4,720) --
Interest expense (2,928) (2,483)
Other 353 78
--------------- ---------------
$ (4,799) $ 45
=============== ===============
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
This Quarterly Report on Form 10-Q contains certain forward-looking
statements that are based on management's current beliefs, estimates and
assumptions concerning the operations, future results and prospects of
Elder-Beerman and the retail industry in general. All statements that address
operating performance, events or developments that management anticipates will
occur in the future, including statements related to future sales, profits,
expenses, income and earnings per share, future finance and capital market
activity, or statements expressing general optimism about future results, are
forward-looking statements. In addition, words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," variations of such words and
similar expressions are intended to identify forward-looking statements.
Actual results may differ materially from those in the forward- looking
statements. Accordingly, there is no assurance that forward-looking statements
will prove to be accurate.
Many factors could affect Elder-Beerman's future operations and results,
such as the following: increasing price and product competition; fluctuations in
consumer demand and confidence; the availability and mix of inventory;
fluctuations in costs and expenses; the effectiveness of advertising, marketing
and promotional programs; weather conditions that affect consumer traffic in
stores; the continued availability and terms of financing; the outcome of
pending and future litigation; and general economic conditions, such as the rate
of employment, inflation and interest rates and the condition of the capital
markets.
Forward-looking statements are subject to the safe harbors created under the
federal securities laws. Elder-Beerman undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion of the financial condition and results of
operations of the Company for the 13 week periods ended April 29, 2000 ("First
Quarter 2000") and May 1, 1999 ("First Quarter 1999"). The Company's fiscal year
ends on the Saturday closest to January 31. The discussion and analysis which
follow are based upon and should be read in conjunction with the Condensed
Consolidated Financial Statements and the Notes thereto included in Part I, Item
I.
RESULTS OF OPERATIONS
FIRST QUARTER 2000 COMPARED TO FIRST QUARTER 1999
Net sales for the First Quarter 2000 increased by 1.4% to $141.6 million from
$139.7 million for the First Quarter 1999. Comparable store sales decreased by
1.2%. Children's ready-to-wear, cosmetics, decorative home, domestics,
furniture, and shoes had the most significant sales increases.
Financing revenue from the Company's private label credit card for the First
Quarter 2000 increased by 1.0% to $6.8 million from $6.7 million for the First
Quarter 1999. The increase in finance charges is due to an increase in late fees
charged, partially offset by a reduction in carrying charges due to lower
average outstanding accounts receivable.
Cost of merchandise sold, occupancy, and buying expenses increased to 74.1% of
net sales for the First Quarter 2000 from 73.1% of net sales for the First
Quarter 1999. This increase is due to an inventory adjustment of $1.8 million
related to the closing of the Company's Wheeling and Charleston, West Virginia
stores. The increase was partially offset by improved gross margin performance.
Selling, general, and administrative expenses increased to 29.9% of net sales
for the First Quarter 2000 from 29.7% for the First Quarter 1999.
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Provision for doubtful accounts was 0.7% of net sales for both the First Quarter
2000 and First Quarter 1999.
Interest expense increased to $2.9 million for the First Quarter 2000 from $2.5
million for the First Quarter 1999. The increase is due to increased
amortization of loan amendment fees related to the sale of Bee-Gee, increased
recurring fees related to the Credit Facilities, and increased interest rates.
Other expense of $2.7 million was incurred during the First Quarter 2000. This
amount includes an expense of $2.9 million for lease buyout, severance cost, and
write-down of fixed assets related to the closing of the Company's Wheeling and
Charleston, West Virginia stores, partially offset by interest income.
An income tax benefit was recorded in the First Quarter 2000 at the rate of
36.0% compared to an expense recorded in the First Quarter 1999 at the rate of
38.0%.
During the third quarter of 1999 the Company adopted a plan to dispose of
Bee-Gee and consummated the sale in the fourth quarter of 1999. The loss in the
First Quarter 1999 was entirely loss from operations. Refer to the Notes to
Condensed Consolidated Financial Statements note number four.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds are cash flow from operations and
borrowings under the Revolving Credit Facility and Receivable Securitization
Facility (collectively, the "Credit Facilities"). The Company's primary ongoing
cash requirements are to fund debt service, make capital expenditures, and
finance working capital.
Net cash used in operating activities was $3.9 million for the First Quarter
2000, compared to $24.9 million used in the First Quarter 1999. During the First
Quarter 2000 the seasonal increase in inventory levels was $3.0 million less
than in the First Quarter 1999. Also, during the First Quarter 2000 accounts
payable increased by $2.5 million compared to a decrease of $6.8 million during
the First Quarter 1999.
Net cash used in investing activities was $3.1 million for the First Quarter
2000, compared to $1.9 million for the First Quarter 1999. The Company has spent
$1.2 million more than last year in capital expenditures for store maintenance,
remodeling, and data processing.
For the First Quarter 2000, net cash provided by financing activities was $7.0
million compared to $28.2 for the First Quarter 1999, which represents reduced
borrowing to fund cash used in operating and investing activities.
On May 19, 2000 the Company completed the replacement of its existing Credit
Facilities, which were set to expire in December 2000, with agreements similar
in scope and with 36 month terms. The new Revolving Credit Facility provides for
borrowings and letters of credit in an aggregate amount up to $150,000,000,
subject to a borrowing base formula based on seasonal merchandise inventories.
There is a $40,000,000 sublimit for letters of credit.
The Company's replacement Receivable Securitization Facility provides for
borrowings up to $150,000,000 based on qualified, pledged accounts receivable
balances. The terms and borrowing rates are substantially similar to the
predecessor Receivable Securitization Facility.
The Company believes that it will generate sufficient cash flow from operations,
as supplemented by its available borrowings under the new Credit Facilities, to
meet anticipated working capital and capital expenditure requirements, as well
as debt service requirements under the new Credit Facilities.
The Company may from time to time consider acquisitions of department store
assets and companies. Acquisition transactions, if any, are expected to be
financed through a combination of cash on hand from operations, available
borrowings under the Credit Facilities, and the possible issuance from time to
time of long-term debt or other securities. Depending upon the conditions in the
capital markets and other factors, the Company will from time to time consider
the issuance of debt or other securities, or other possible capital market
transactions, the proceeds of which could be used to refinance current
indebtedness or for other corporate purposes.
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The Company retained the investment banking firm of Wasserstein, Perella & Co.
to advise the Company on strategic alternatives available to maximize
shareholder value. The alternatives could include sale of the Company,
recapitalization or merger.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is subject to the risk of fluctuating interest rates in the
normal course of business, primarily as a result of its variable rate borrowing.
The Company has entered into a variable to fixed rate interest-rate swap
agreement to effectively reduce its exposure to interest rate fluctuations. A
hypothetical 100 basis point change in interest rates would not materially
affect the Company's financial position, liquidity or results of operations.
The Company does not maintain a trading account for any class of financial
instrument and is not directly subject to any foreign currency exchange or
commodity price risk. As a result, the Company believes that its market risk
exposure is not material to the Company's financial position, liquidity or
results of operations.
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PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is currently involved in several legal proceedings arising from
its normal business activities and reserves have been established where
appropriate. However, no legal proceedings have arisen or become reportable
events during this quarter, and management believes that none of the remaining
legal proceedings will have a material adverse effect on the financial
condition, results of operations or cash flows of the Company.
In addition, as a result of the bankruptcy, the Company remains subject to
the jurisdiction of the Bankruptcy Court for matters relating to the
consummation of the Plan.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are included in this Quarterly Report
on Form 10-Q:
2(a) Third Amended Joint Plan of Reorganization of The
Elder-Beerman Stores Corp. and its Subsidiaries dated November
17, 1997 (previously filed as Exhibit 2 to the Company's Form
10 filed on November 26, 1997, and incorporated herein by
reference)
3(a) Amended Articles of Incorporation (previously filed as Exhibit
3(a) to the Form 10-K filed on April 30, 1998 (the "Form
10-K") and incorporated herein by reference)
3(b) Amended Code of Regulations (previously filed as Exhibit 3(b)
to the Form 10-Q filed on June 14, 1999 and incorporated
herein by reference)
4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January 23,
1998 and incorporated herein by reference)
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4(b) Rights Agreement By and Between The Elder-Beerman Stores Corp.
and Norwest Bank Minnesota, N.A., dated as of December 30,
1997 (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on November 17, 1998
(the "Form 8-A") and incorporated herein by reference)
4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(d) to the
Form 10-K and incorporated herein by reference)
4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 374,713 shares of
Common Stock at a strike price of $14.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(e) Amendment No. 1 to the Rights Agreement, dated as of November
11, 1998 (previously filed as Exhibit 4.2 to the Form 8-A and
incorporated herein by reference)
10(a) Amendment No. 1 to The Elder-Beerman Master Trust Pooling and
Servicing Agreement, dated as of May 19, 2000, among The
El-Bee Receivables Corporation, The El-Bee Chargit Corp. and
Bankers Trust Company.
10(b) Elder-Beerman Master Trust Series 2000-1 Supplement, dated as
of May 19, 2000, among The El-Bee Receivables Corporation, as
Transferor, The El-Bee Chargit Corp., as Servicer and Bankers
Trust Company, as Trustee.
10(c) Series 2000-1 Certificate Purchase Agreement, dated May 19,
2000, among The El-Bee Receivables Corporation, as Seller, the
Conduit Purchasers Named Therein, the Committed Purchasers
Named Therein, the Managing Agents Named Therein, Citicorp
North America, Inc., as Program Agent for the Purchasers and
Bankers Trust Company, as Trustee.
10(d) Intercreditor Agreement, dated May 19, 2000, among Citicorp
North America, Inc., as Program Agent, The El-Bee Receivables
Corporation, as Transferor, The El-Bee Chargit Corp., as
Originator and Servicer, The Elder-Beerman Stores Corp., as
Borrower and Originator, Bankers Trust Company, as Trustee and
Citicorp USA, Inc., as Bank Agent.
10(e) Amended and Restated Credit Agreement, dated as of May 19,
2000, among The Elder-Beerman Stores Corp., as Borrower and
the Lenders Party Thereto, Citibank, N.A., as Issuer and
Citicorp USA, Inc., as Agent and Swing Loan Bank.
10(f) Form of Amended and Restated Revolving Credit Note.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the period.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE ELDER-BEERMAN STORES CORP.,
an Ohio corporation
Dated: JUNE 13, 2000 By: /s/ Scott J. Davido
------------------------------------- ------------------------------------------------
Scott J. Davido
Executive Vice President, Chief Financial
Officer and Treasurer
(on behalf of the Registrant and as
Principal Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
2(a) Third Amended Joint Plan of Reorganization of The
Elder-Beerman Stores Corp. and its Subsidiaries dated November
17, 1997 (previously filed as Exhibit 2 to the Company's Form
10 filed on November 26, 1997, and incorporated herein by
reference)
3(a) Amended Articles of Incorporation (previously filed as Exhibit
3(a) to the Form 10-K filed on April 30, 1998 (the "Form
10-K"), and incorporated herein by reference)
3(b) Amended Code of Regulations (previously filed as Exhibit 3(b)
to the Form 10-Q filed on June 14, 1999 and incorporated
herein by reference)
4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January 23,
1998 and incorporated herein by reference)
4(b) Rights Agreement By and Between The Elder-Beerman Stores Corp.
and Norwest Bank Minnesota, N.A., dated as of December 30,
1997 (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on November 17, 1998
(the "Form 8-A") and incorporated herein by reference)
4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 374,713 shares of
Common Stock at a strike price of $14.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(e) Amendment No. 1 to the Rights Agreement, dated as of November
11, 1998 (previously filed as Exhibit 4.2 to the Form 8-A and
incorporated herein by reference)
10(a) Amendment No. 1 to The Elder-Beerman Master Trust Pooling and
Servicing Agreement, dated as of May 19, 2000, among The
El-Bee Receivables Corporation, The El-Bee Chargit Corp. and
Bankers Trust Company.
10(b) Elder-Beerman Master Trust Series 2000-1 Supplement, dated as
of May 19, 2000, among The El-Bee Receivables Corporation, as
Transferor, The El-Bee Chargit Corp., as Servicer and Bankers
Trust Company, as Trustee.
10(c) Series 2000-1 Certificate Purchase Agreement, dated May 19,
2000, among The El-Bee Receivables Corporation, as Seller, the
Conduit Purchasers Named Therein, the Committed Purchasers
Named Therein, the Managing Agents Named Therein, Citicorp
North America, Inc., as Program Agent for the Purchasers and
Bankers Trust Company, as Trustee.
10(d) Intercreditor Agreement, dated May 19, 2000, among Citicorp
North America, Inc., as Program Agent, The El-Bee Receivables
Corporation, as Transferor, The El-Bee Chargit Corp., as
Originator and Servicer, The Elder-Beerman Stores Corp., as
Borrower and Originator, Bankers Trust Company, as Trustee
and Citicorp USA, Inc., as Bank Agent.
10(e) Amended and Restated Credit Agreement, dated as of May 19,
2000, among The Elder-Beerman Stores Corp., as Borrower and
the Lenders Party Thereto, Citibank, N.A., as Issuer and
Citicorp USA, Inc., as Agent and Swing Loan Bank.
10(f) Form of Amended and Restated Revolving Credit Note.
27 Financial Data Schedule
13