1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999,
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 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. FINANCIAL PARTNERSHIP PLAN
---------------------------------------------------------
(Full title of the Plan)
THE ELDER-BEERMAN STORES CORP. 3155 El-Bee Road, Dayton, Ohio 45439
-------------------------------------------------------------------
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
2
THE ELDER-BEERMAN STORES CORP. FINANCIAL PARTNERSHIP PLAN
Financial Statements as of December 31, 1999 and 1998 and for the Year Ended
December 31, 1999 and Supplemental Schedules as of December 31, 1999 and for the
Year Then Ended and Independent Auditors' Report
3
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
Independent Auditors' Report 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND
FOR THE YEAR ENDED DECEMBER 31, 1999:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 6
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR THE
YEAR THEN ENDED:
Schedule of Assets Held for Investment Purposes at End of Year 7
Schedule of Reportable Transactions 8
4
INDEPENDENT AUDITORS' REPORT
To The Elder-Beerman Stores Corp. Financial Partnership
Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of The Elder-Beerman Stores Corp. Financial Partnership Plan (the "Plan")
(formerly The Elder-Beerman Stores Corp. Retirement Savings Plan) as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, listed in the
table of contents, are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
April 14, 2000
Dayton, Ohio
5
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1999 1998
INVESTMENTS, at fair value (Note C):
Elder-Beerman Stores Corp. Common Stock $ 2,114,455 $ 5,048,331
Mutual Funds:
American Century Income and Growth Fund 12,467,006 10,882,337
American Century Strategic Asset Allocation Fund: Aggressive 2,470,069 1,789,314
American Century Strategic Asset Allocation Fund: Conservative 5,203,103 4,709,892
American Century Strategic Asset Allocation Fund: Moderate 12,929,376 12,239,786
American Century Value Fund 2,378,426 2,606,011
Benham Stable Asset Fund 5,532,537 4,184,752
Twentieth Century International Growth Fund 4,016,584 2,615,345
Twentieth Century Ultra Fund 15,441,794 10,110,706
Participant notes receivable 2,131,890 2,487,619
----------- -----------
Total investments 64,685,240 56,674,093
Employer contribution receivable 2,003,932 1,077,991
----------- -----------
Total assets 66,689,172 57,752,084
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $66,689,172 $57,752,084
=========== ===========
See notes to financial statements.
- 2 -
6
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ADDITIONS (Note D):
Investment income:
Dividends and interest $ 2,370,409
Net appreciation in fair value of investments 6,836,907
-----------
Total investment income 9,207,316
-----------
Contributions:
Employer 2,003,932
Participant 3,604,639
-----------
Total contributions 5,608,571
-----------
Total additions 14,815,887
-----------
DEDUCTIONS (Note D):
Benefits paid to participants 5,692,799
Investment and administrative expenses 186,000
-----------
Total deductions 5,878,799
-----------
NET INCREASE 8,937,088
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 57,752,084
-----------
End of year $66,689,172
===========
See notes to financial statements.
- 3 -
7
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
A. DESCRIPTION OF PLAN
The following brief description of The Elder-Beerman Stores Corp.
Financial Partnership Plan (the "Plan") (formerly The Elder-Beerman Stores
Corp. Retirement Savings Plan) is provided for general information only.
Participants should refer to the Summary Plan Description for more
information.
GENERAL - The Plan is a defined-contribution plan covering all employees
of the Elder-Beerman Stores Corp. (the "Company") and its wholly-owned
subsidiaries (The El-Bee Chargit Corp. and The Bee-Gee Shoe Corp.) who
have completed at least one year of continuous service, have been credited
with 1,000 or more hours of service during that year and are age 18 or
older. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS - Each year participants are permitted to defer a portion of
their compensation, not less than 1% or more than 15% (in 1% increments),
subject to other limitations imposed by law. The Company makes matching
contributions by determining its level of profitability and comparing it
to a pre-determined contribution table. All active employees on the last
day of the Plan year are eligible to receive a matching contribution. For
each plan year, the Company may make an annual contribution not to exceed
1% of the employee's compensation while they were a participant for the
plan year. A participant is eligible to receive an annual contribution for
the Plan year if they were an active employee on the last day of the Plan
year for which the annual contribution is made, they completed at least
1,000 hours of service during the Plan year, and the Company realizes a 1%
profit.
PARTICIPANTS' ACCOUNTS - Each participant's account is credited with the
participant's contribution and his/her proportionate share of the
Company's contribution. Allocations are based on each participant's
compensation, as provided in the Plan agreement. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING - Participants are immediately vested in their contributions, plus
actual earnings thereon. Vesting in the Company's matching and
discretionary annual contribution portion of their account, plus actual
earnings thereon is based on years of credited service. A participant is
non-vested until reaching five credited years of service, thereafter, they
are fully vested.
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct
investment of their 401(k) account balance in any of nine investment
options. Participants may change their investment options at any time
during the plan year.
PAYMENT OF BENEFITS - On termination of service due to any reason, a
participant may elect to receive either a lump-sum payment directly or a
rollover distribution payment into an eligible retirement account.
PARTICIPANT LOANS - The Plan allows participants to apply for and obtain
loans in an amount defined in the Plan (not less than $500 and limited to
50% of the participant's account balance provided such loans do not exceed
$50,000) from the balance of the participant's account. All loans must be
repaid within five years. The loans are secured by the balance in the
participant's account and bear interest at a rate determined by the
Company from time to time. Payments of principal and interest are credited
to the participant's account.
-4-
8
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Shares of registered investment companies are valued
at quoted market prices, which represent the net asset value of shares
held by the Plan at year end. The Company stock is valued at its quoted
market price. Participant notes receivable are valued at cost, which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
ADMINISTRATIVE EXPENSES - Certain administrative functions are performed
by officers or employees of the Company. No such officer or employee
receives compensation from the Plan. A significant amount of the Plan's
legal expenses are paid and/or reimbursed by the Plan Sponsor.
Administrative expenses for the trustees and other fees are paid directly
by the Plan.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
C. INVESTMENTS
The following table presents investments that represent five percent or
more of the Plan's net assets.
1999 1998
American Century Income and Growth Fund $12,467,006 $10,882,337
American Century Strategic Allocation Fund: Conservative 5,203,103 4,709,892
American Century Strategic Allocation Fund: Moderate 12,929,376 12,239,786
Benham Stable Asset Fund 5,532,537 4,184,752
Elder-Beerman Stores Corp. Common Stock 5,048,331
Twentieth Century Ultra Fund 15,441,794 10,110,706
Twentieth Century International Growth Fund 4,016,584
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $6,836,907 as follows:
Mutual funds $ 9,583,436
Common stock (2,746,529)
-----------
$ 6,836,907
===========
D. PLAN AMENDMENT ADOPTED DURING 1999
The Plan was amended in 1999. This amendment included changing the Plan
name, certain policy changes relating to service crediting and Company
contribution structure.
-5-
9
E. INCOME TAX STATUS
Prior to restatement, the Internal Revenue Service ("IRS") issued a
favorable determination letter dated November 4, 1996, stating that the
Plan, as then amended, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan sponsor intends to file a request
with the IRS for a determination letter on the restated Plan adopted July
1, 1998 and amended January 1, 1999. Plan management believes that the
restated Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code and, therefore,
the Plan is qualified and tax-exempt as of the financial statement date.
F. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, all vested benefits will be distributed to participants
and beneficiaries.
G. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by American
Century. American Century is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
* * * * * *
-6-
10
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
SCHEDULE OF INVESTMENTS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
(b) (c)
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING (e)
BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, FAIR
(a) SIMILAR PARTY COLLATERAL PAR OR MATURITY DATE VALUE
MUTUAL FUNDS:
* American Century Income and Growth Fund, 366,138 shares $ 12,467,006
* American Century Strategic Asset Allocation Fund: Aggressive, 293,357 shares 2,470,069
* American Century Strategic Asset Allocation Fund: Conservative, 908,045 shares 5,203,103
* American Century Strategic Asset Allocation Fund: Moderate, 1,780,905 shares 12,929,376
* American Century Value Fund, 433,228 shares 2,378,426
Benham Stable Asset Fund, 5,532,537 shares 5,532,537
Twentieth Century International Growth Fund, 268,308 shares 4,016,584
Twentieth Century Ultra Fund, 337,304 shares 15,441,794
Participant notes receivable Collateralized by participant's account 2,131,890
* Elder-Beerman Stores Corp. Common Stock, 412,561 shares 2,114,455
------------
TOTAL INVESTMENTS $ 64,685,240
============
* Party-in-interest.
Column d has been omitted because it
is not applicable.
-7-
11
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
There were no reportable transactions during the year ended December 31, 1999.
-8-
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other person who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE ELDER-BEERMAN STORES CORP.
FINANCIAL PARTNERSHIP PLAN
Date: June 28, 2000 By: /s/ Scott J. Davido
------------------------------------------------
Scott J. Davido
Executive Vice President--
Chief Financial Officer, Treasurer and Secretary
The Elder-Beerman Stores Corp.
13
FORM 11-K
INDEX TO EXHIBITS
EXHIBIT NO.
- -----------
23 Consent of Independent Auditors