1
Exhibit 99(a)(5)(b)
[ELDER-BEERMAN LOGO] NEWS
RELEASE
================================================================================
3155 El-Bee Rd. - Box 1448 - Dayton, OH 45401-1448 - 937-296-2700
- FAX 937-296-4625
FOR MORE INFORMATION:
FOR IMMEDIATE RELEASE Scott J. Davido
Executive Vice President,
Chief Financial Officer
(937) 296-2683
ELDER-BEERMAN COMMENCES SELF-TENDER FOR 3,333,333 SHARES OR
APPROXIMATELY 22% OF ITS OUTSTANDING COMMON STOCK
DAYTON, OHIO, SEPTEMBER 8, 2000 -- The Elder-Beerman Stores Corp.
(NASDAQ: EBSC) today commenced its previously announced self-tender offer for up
to 3,333,333 shares, or approximately 22%, of its common stock. Under the terms
of the offer, the Company will invite shareholders to tender their shares at
prices specified by the tendering shareholders at a purchase price not in excess
of $6.00 nor less than $4.50 per share.
The tender offer is being commenced today, Friday, September 8, 2000,
and will expire at 12:00 midnight, New York City time, on Thursday, October 5,
2000, unless extended by the Company.
The Company will determine a single per share purchase price, net to
the seller in cash, without interest, that it will pay for validly tendered
shares, taking into account the number of shares tendered and the prices
specified by the tendering shareholders. If the offer is over-subscribed, shares
will be purchased first from shareholders owning fewer than 100 shares and
tendering all of such shares at or below the purchase price determined by the
Company and then from all other shares tendered at or below such purchase price
on a pro rata basis. The tender offer will not be conditioned on any minimum
number of shares being tendered. The Company reserves the right, in its sole
discretion, to purchase more than 3,333,333 shares, subject to compliance with
applicable law.
Wasserstein Perella & Co. will act as Dealer Manager, and Morrow & Co.
will be the Information Agent.
2
The Company's Board of Directors has approved this tender offer.
However, neither the Board of Directors of the Company, the Dealer Manager or
the Information Agent is making any recommendation to shareholders as to whether
they should tender any shares pursuant to the offer.
Each shareholder must make his or its own decision whether to tender
shares and, if so, how many shares. Shareholders should read carefully the offer
to purchase and related materials that the Company will be sending out shortly
because they contain important information, including various terms and
conditions of the offer. Shareholders can obtain the offer to purchase and
related materials free at the SEC's Web site at www.sec.gov or from Morrow & Co.
at 1-800-566-9061. Shareholders are urged to carefully read these materials
prior to making any decision with respect to the offer.
The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 60
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky,
Wisconsin and Pennsylvania. Elder-Beerman also operates two furniture
superstores. The company has announced it will open three new concept stores in
2000.
This press release contains "forward-looking statements," which are identified
by words such as "expects," "intends," and variations of such words and similar
expressions. Because forward-looking statements are based on a number of
beliefs, estimates and assumptions by management that could ultimately prove
inaccurate, there is no assurance that forward-looking statements will prove to
be accurate. Many factors could cause Elder-Beerman to delay or modify its
self-tender offer, including the following: changes in its stock price; changes
in operating results; the continued availability and terms of financing; and
other general economic conditions that affect retail operations and sales, such
as 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 merchandising strategies, advertising, marketing
and promotional programs; the ability of the company to achieve its expense
cutting initiatives; the timing and effectiveness of new store openings; the
growing impact of electronic commerce; weather conditions that affect consumer
traffic in stores; the continued availability and terms of financing; the
outcome of pending and future litigation; consumer debt levels; inflation and
interest rates and the condition of the capital markets.
Elder-Beerman undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
# # #