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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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THE ELDER-BEERMAN STORES CORP.
(Name of Issuer)
THE ELDER-BEERMAN STORES CORP. (ISSUER)
(Name of Filing Person (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
284470101
(CUSIP Number of Class of Securities)
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Scott J. Davido
Executive Vice President--Chief Financial Officer,
Treasurer and Secretary
The Elder-Beerman Stores Corp.
3155 El-Bee Road
Dayton, Ohio 45439
(937) 296-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Lyle G. Ganske
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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CALCULATION OF FILING FEE
Transaction Valuation (1) Amount of Filing Fee (2)
$20,000,000 $4,000
(1) Estimated solely for purposes of calculating the amount of the filing
fee. This amount assumes the purchase of 3,333,333 shares of the common
stock, including the associated preferred share purchase rights, of The
Elder-Beerman Stores Corp., at the maximum tender offer price of $6.00
per share.
(2) The fee, calculated in accordance with Rule 0-11(b) of the Securities
Exchange Act of 1934, is 1/50 of one percent of the aggregate of the
value of the transaction.
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[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: _____________ Filing Party: _____________
Form or Registration No.: _____________ Date Filed: _____________
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
[_] Check the appropriate boxes below to designate any
transactions to which the statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [_]
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This Tender Offer Statement on Schedule TO relates to the offer by The
Elder-Beerman Stores Corp., an Ohio corporation, to purchase up to 3,333,333
shares of its outstanding common stock, without par value, at a purchase price
not in excess of $6.00 nor less than $4.50 per share, net to the seller in cash,
without interest, as specified by the shareholders tendering their shares, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 8, 2000 (the "Offer to Purchase"), and in the related letter of
transmittal (which, as amended or supplemented from time to time, collectively
constitute the offer), which are annexed to and filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in the
Offer to Purchase and the related letter of transmittal is incorporated in this
Schedule TO by reference in answer to Items 1 through 11 of this Tender Offer
Statement on Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated September 8, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(E) Notice of Guaranteed Delivery
(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp.
Financial Partnership Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000
(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000
(b)(1) 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 (previously filed on June 13, 2000 as
Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly
period ended April 29, 2000 and incorporated herein by reference)
(g) Not applicable
(h) Not applicable
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 8, 2000 THE ELDER-BEERMAN STORES CORP.
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: Executive Vice President --
Chief Financial Officer, Treasurer and
Secretary
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase, dated September 8, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(1)(E) Notice of Guaranteed Delivery
(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp.
Financial Partnership Plan
(a)(2)-(4) Not applicable
(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000
(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000
(b)(1) 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 (previously filed on June 13, 2000 as
Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly
period ended April 29, 2000 and incorporated herein by reference)
(g) Not applicable
(h) Not applicable