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Exhibit 99(a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
THE ELDER-BEERMAN STORES CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 8, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
WELLS FARGO BANK MINNESOTA, N.A.
By Mail: By Hand or Overnight Carrier: By Hand New York Drop:
Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota, N.A. The Depository Trust Company
P. O. Box 64858 161 North Concord Exchange 55 Water Street, 1st Floor
St. Paul, Minnesota 55164-0858 South St. Paul, Minnesota 55075-1139 New York, New York 10041-0099
Attention: Reorganization Department Attention: Reorganization Department
By Facsimile Transmission:
(651) 450-4163
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
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CERTIFICATE NUMBER OF SHARES
NUMBER(S)* TENDERED**
TOTAL NUMBER OF
SHARES REPRESENTED
BY CERTIFICATE(S)*
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TOTAL SHARES
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Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of
proration.
See instruction 10.
1st: 2nd: 3rd: 4th:
5th:
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* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, it will be assumed that all Shares represented by Share Certificates delivered to
the Depositary are being tendered. See Instruction 4.
[ ] CHECK HERE IF SHARE CERTIFICATES FOR PART OR ALL OF YOUR SHARES HAVE BEEN LOST, STOLEN, MISPLACED OR
DESTROYED. SEE INSTRUCTION 12.
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY. DELIVERIES TO ELDER-BEERMAN WILL NOT BE FORWARDED TO THE DEPOSITARY
AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY
FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW
AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
This Letter of Transmittal is to be completed by shareholders either (a) if
certificates for Shares (as defined below) are to be forwarded herewith in
accordance with the Offer to Purchase, dated September 8, 2000 (the "Offer to
Purchase"), or (b) unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares is to be made by book-entry
transfer to an account maintained by Wells Fargo Bank Minnesota, N.A. (the
"Depositary") at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 4 of the Offer to
Purchase. Shareholders who tender Shares by book-entry transfer are referred to
herein as "Book-Entry Shareholders."
Holders of Shares ("Shareholders") whose certificates for such Shares (the
"Share Certificates") are not immediately available or who cannot deliver their
Share Certificates and all other required documents to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase) or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 4 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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TENDER OF SHARES HELD IN ELDER-BEERMAN'S EMPLOYEE STOCK PURCHASE PLAN
(SEE INSTRUCTION 14)
Complete this Section if you want to tender Shares held in Elder-Beerman's
Employee Stock Purchase Plan. Please check only one box. If you check more than
one box, or you check the second box but do not indicate a number of Shares,
none of the Shares in your employee stock purchase plan account will be
tendered.
[ ] I instruct the plan administrator to tender ALL of the Shares credited to
my employee stock purchase plan account.
[ ] I instruct the plan administrator to tender the following number of Shares
credited to my employee stock purchase plan account:
Number of Shares: ____________
ODD LOTS
(SEE INSTRUCTION 15)
Complete this Section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 Shares
(including any Shares held in the Employee Stock Purchase Plan, but not
including any shares held in The Elder-Beerman Stores Corp. Financial
Partnership Plan) and are tendering all of your Shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s) Shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 Shares and is tendering all of the
Shares.
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PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED.
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO
BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
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SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
[ ] The undersigned wants to maximize the chance of having Elder-Beerman
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the purchase price determined by Elder-Beerman in
accordance with the terms of the Offer. This action will result in
receiving a price per share as low as $4.50 or as high as $6.00.
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OR
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SHARES TENDERED AT PRICE DETERMINED BY THE SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the purchase price for the Shares is less than the
price checked. A Shareholder who desires to tender Shares at more than one price
must complete a separate Letter of Transmittal for each price at which Shares
are tendered. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE. If more
than one box is checked, or if no box is checked, there is no valid tender of
Shares.
Price (in dollars) per share at which Shares are being tendered:
[ ] $4.50 [ ] $5.00 [ ] $5.50 [ ] $6.00
[ ] $4.75 [ ] $5.25 [ ] $5.75
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to The Elder-Beerman Stores Corp., an Ohio
corporation, the above-described shares of common stock, without par value, of
The Elder-Beerman Stores Corp. ("Shares"), and the associated preferred share
purchase rights (the "Rights") issued pursuant to the Rights Agreement, by and
between Elder-Beerman and the Depositary, dated as of December 30, 1997 and
amended as of November 11, 1998 (the "Rights Agreement"), at the price per share
indicated in this Letter of Transmittal, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 8, 2000, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, as amended from time to time, together
with the Offer to Purchase, constitute the "Offer"). Unless the context
otherwise requires, all references to the Rights shall include all benefits that
may inure to the holders of the Rights pursuant to the Rights Agreement,
including the right to receive any payment due upon redemption of the Rights.
Subject to, and effective upon, acceptance for payment of the Shares
tendered in accordance with the terms and subject to the conditions of the
Offer, including, if the Offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned hereby sells, assigns, and
transfers to, or upon the order of, Elder-Beerman all right, title and interest
in and to all Shares tendered and orders the registration of all Shares if
tendered by book-entry transfer, and constitutes and irrevocably appoints the
Depositary as the true and lawful agent and attorney-in-fact of the undersigned
with respect to the Shares with full knowledge that the Depositary also acts as
the agent of Elder-Beerman, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to:
(1) deliver Share Certificates or transfer ownership of the Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case with all accompanying evidences of transfer and authenticity, to or
upon the order of Elder-Beerman upon receipt by the Depositary, as the
undersigned's agent, of the purchase price with respect to the Shares;
(2) present certificates for the Shares for cancellation and transfer on
Elder-Beerman's books; and
(3) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Shares all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants to Elder-Beerman that:
(1) the undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby;
(2) when and to the extent the Shares are accepted for payment,
Elder-Beerman will acquire good, marketable and unencumbered title to the
tendered Shares, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements and other obligations relating to the
sale or transfer of the Shares, and the Shares will not be subject to any
adverse claims;
(3) the undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or Elder-Beerman to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered; and
(4) the undersigned has read, understands and agrees to all of the terms of
the Offer.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 4 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Elder-Beerman upon the terms and subject to the conditions of the Offer. The
undersigned acknowledges that under no circumstances will Elder-Beerman pay
interest on the purchase price, including, without limitation, by reason of any
delay in making payment.
All authority conferred or agreed to be conferred in this Letter of
Transmittal will not be affected by, and will survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder will be
binding upon the heirs, personal representatives, executors, administrators,
legal representatives, successors, assigns, trustees in bankruptcy and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered. The certificate numbers, the number
of Shares represented by the Share Certificates and the number of Shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the Shares are being tendered should be indicated by
either (1) checking the box under the item "Shares Tendered at Price Determined
Pursuant to the Offer" or (2) checking ONE of the boxes listed under the item
"Shares Tendered at Price Determined by Shareholder."
The undersigned understands that Elder-Beerman will determine a single per
share purchase price, not in excess of $6.00 nor less than $4.50, that it will
pay for Shares validly tendered and not withdrawn, taking into account the
number of Shares tendered and the prices specified by tendering Shareholders.
Elder-Beerman will select the lowest purchase price that will allow it to buy
3,333,333 Shares or, if a lesser number of Shares are validly tendered, all
Shares that are validly tendered. All Shares acquired in the Offer will be
acquired at the same purchase price. All Shares validly tendered at prices at or
below the purchase price and not withdrawn will be purchased, subject to the
conditions of the Offer and the "odd lot" priority, including the proration
provisions described in the Offer to Purchase. Elder-Beerman will return all
Shares tendered at prices in excess of the purchase price that is determined by
Elder-Beerman and Shares not purchased because of proration.
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The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Elder-Beerman may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any Shares tendered or may accept for payment
fewer than all Shares tendered.
The undersigned understands that acceptance of Shares pursuant to any one
of the procedures described in Section 4 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Elder-Beerman upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price for all Shares purchased and/or
return any Share Certificates not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any Share Certificates not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) above under "Description of Shares Tendered." In the event
that the boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Shares purchased and/or return any Share Certificates not tendered or
accepted for payment (and accompanying documents, as appropriate) in the name(s)
of, and deliver the check and/or return any Share Certificates to, the person or
persons so indicated. Unless otherwise indicated in the box entitled "Special
Payment Instructions," please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
Elder-Beerman has no obligation, pursuant to the "Special Payment Instructions,"
to transfer any Shares from the name of the registered holder thereof if
Elder-Beerman does not accept for payment any of the Shares tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Share Certificates not tendered or not
purchased and/or the check for the aggregate purchase price of Shares purchased
are to be issued in the name of someone other than the undersigned, or if Shares
tendered by book-entry transfer which are not purchased are to be returned by
credit to an account maintained at the Book-Entry Transfer Facility other than
that designated on the front cover.
Issue [ ] check and/or [ ] Share Certificate(s) to:
Name:
(Please Type or Print)
Address:
(Include Zip Code)
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6 AND 8)
To be completed ONLY if the Share Certificates not tendered or not
purchased and/or the check for the purchase price of Shares purchased are to be
mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown on the front cover.
Mail [ ] check and/or [ ] Share Certificate(s) to:
Name:
(Please Type or Print)
Address:
(Include Zip Code)
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
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Signatures(s) of Owner(s)
Dated: , 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the necessary information.
See Instruction 6.)
Name(s):
Authorized Signature:
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(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code and Telephone Number:
Tax Identification or Social Security No.:
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6. TO BE COMPLETED ONLY IF REQUIRED BY SUCH
INSTRUCTIONS.)
Authorized Signature:
Name (Please print):
Title:
Name of Firm:
Address:
(Include Zip Code)
Area Code and Telephone Number:
Dated: , 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (1) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered herewith (which term, for purposes
of this document, includes any participant in the Book-Entry Transfer Facility's
system whose name appears on a security position listing as the owner of
Shares), unless such holder(s) has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" or (2)
if such Shares are tendered for the account of a firm that is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of an approved Signature Guarantee Medallion Program (an "Eligible
Institution"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 6. If the Share
Certificates are registered in the name of a person other than the signer of
this Letter of Transmittal or if payment is to be made or Share Certificates not
tendered or not accepted for payment are to be returned to a person other than
the registered holder of the Share Certificates tendered, then the tendered
Share Certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name or names of the registered
owner or owners appear on the Share Certificates, with the signatures on the
Share Certificates or stock powers guaranteed by an Eligible Institution as
provided in this Letter of Transmittal. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
Section 4 of the Offer to Purchase. Share Certificates, or timely confirmation
of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the
Depositary's account at the Book-Entry Transfer Facility, as well as this Letter
of Transmittal (or a facsimile hereof), properly completed and duly executed,
with any required signature guarantees, or an Agent's Message in the case of a
book-entry delivery, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date.
Shareholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedures
for delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in Section 4 of the Offer to
Purchase. Pursuant to the guaranteed delivery procedures: (1) the tender must be
made by or through an Eligible Institution; (2) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by Elder-Beerman, must be received by the Depositary on or prior to the
Expiration Date; and (3) the Share Certificates, in proper form for transfer (or
a Book-Entry Confirmation representing all tendered Shares), together with a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile of the Letter of Transmittal), with any required signature guarantees
(or, in the case of a book-entry delivery, an Agent's Message) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within three Nasdaq trading days after the date of execution of such
Notice of Guaranteed Delivery. A "Nasdaq trading day" is any day on which The
Nasdaq Stock Market, Inc.'s National Market is open for business. If Share
Certificates are forwarded separately to the Depositary, a properly completed
and duly executed Letter of Transmittal (or facsimile hereof) must accompany
each such delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering Shareholders, by execution of
this Letter of Transmittal or facsimile hereof, waive any right to receive any
notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided in the box entitled "Description
of Shares Tendered" is inadequate, the Share Certificate numbers and/or the
number of Shares and any other required information should be listed on a
separate schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any certificate submitted
are to be tendered, state the number of Shares that are to be tendered in the
column entitled "Number of Shares Tendered" in the box entitled "Description of
Shares Tendered" above. In such case, if any tendered Shares are purchased, a
new certificate(s) for the remainder of the Shares that were evidenced by your
old Share Certificate(s) will be sent to the registered holder(s), unless
otherwise specified in either the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the Expiration Date or termination of the Offer. All Shares
represented by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
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5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
validly tendered by this Letter of Transmittal, the Shareholder must either:
(a) check the box under "Shares Tendered at Price Determined Pursuant
to the Offer"; OR
(b) check the box indicating the price per share at which the Shares
are being tendered under "Shares Tendered at Price Determined by
Shareholder."
By checking the box under "Shares Tendered at Price Determined Pursuant to the
Offer," you agree to accept the purchase price determined by Elder-Beerman in
accordance with the terms of the Offer, which may be as low as $4.50 or as high
as $6.00 per share. By checking the box under "Shares Tendered at Price
Determined by Shareholder," you acknowledge that doing so could result in none
of the Shares being purchased if the purchase price for the Shares is less than
the price represented by the box you check. ONLY ONE BOX MAY BE CHECKED. IF MORE
THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF
SHARES. A Shareholder wishing to tender portions of his or her holdings at
different prices must complete a separate Letter of Transmittal for each price
at which the Shareholder wishes to tender each portion of his or her Shares. The
same Shares cannot be tendered (unless previously validly withdrawn as provided
in Section 5 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Share Certificate(s) without alteration, enlargement
or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, each such person must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or copies of the Letters of Transmittal) as there are
different registrations of Share Certificates.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and must submit proper
evidence satisfactory to Elder-Beerman of such person's authority so to act.
If this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and tendered hereby, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Share Certificates not tendered or not purchased are to be issued in the name
of, any person other than the registered owner(s), in which case, the Share
Certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the Share Certificates. Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares listed, the Share Certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name or names of the registered owner(s) appear(s) on the Share
Certificates. Signature(s) on such Share Certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
Letter of Transmittal. Elder-Beerman will pay or cause to be paid any stock
transfer taxes with respect to the transfer and sale of purchased Shares to it
or its order pursuant to the Offer. If, however, payment of the aggregate
purchase price is to be made to, or if Share Certificates not tendered or
purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered certificates are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person) payable on account of the transfer to such person will be
deducted from the purchase price received by such holder(s) pursuant to this
Offer (i.e., such purchase price will be reduced) unless satisfactory evidence
of the payment of such taxes or exemption therefrom is submitted. See Section 3
of the Offer to Purchase.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If (1) a check for the
purchase price of any Shares tendered hereby is to be issued in the name of a
person other than the signer of this Letter of Transmittal, and/or (2) any
Shares not tendered or not purchased are to be returned to a person other than
the signer of this Letter of Transmittal, or if the check is to be sent and/or
any Share Certificates not tendered or not purchased are to be mailed to someone
other than the signer of this Letter of Transmittal or to an address other than
that shown above in the box captioned "Description of Shares Tendered," then the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed. Shareholders
tendering Shares by book-entry transfer (i.e., Book-Entry Shareholders) may
request that Shares not purchased be credited to an account maintained at the
Book-Entry Transfer Facility as such Book-Entry Shareholder may
11
designate hereon. If no such instructions are given, such Shares not purchased
will be returned by crediting the account at the Book-Entry Transfer Facility
designated above as the account from which the Shares were delivered. See
Instruction 1.
9. IRREGULARITIES. All questions as to the number of Shares to be accepted,
the price to be paid for Shares, the form of documents, and the validity,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares pursuant to any of the procedures described above will be determined
by Elder-Beerman, in its sole discretion, which determination will be final and
binding on all parties. Elder-Beerman reserves the absolute right to reject any
or all tenders of Shares determined not to be in proper form or the acceptance
of or payment for which may, in the opinion of counsel, be unlawful and reserves
the absolute right to waive any defect or irregularity in any tender of Shares.
Elder-Beerman also reserves the absolute right to waive or amend any or all of
the Offer conditions.
Elder-Beerman's interpretation of the terms and conditions of the Offer
(including the letter(s) of transmittal and the instructions thereto) will be
final and binding on all parties. No tender of Shares will be deemed to have
been validly made until all defects and irregularities have been cured or
waived. None of Elder-Beerman, Wasserstein Perella & Co., Morrow & Co., Wells
Fargo Bank Minnesota, N.A. or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any notice.
10. ORDER OF PURCHASES IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, Shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
affect whether any capital gain or loss recognized on such shares purchased is
long-term or short-term (depending on the holding period for such Shares) and
the amount of gain or loss recognized for federal income tax purposes. See
Section 1 and 6 of the Offer to Purchase.
11. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax backholding rules, a Shareholder whose tendered Shares are accepted for
payment is required to provide the Depositary with such Shareholder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Depositary is not provided with the correct TIN, or an adequate basis for
exemption, the Internal Revenue Service may subject the Shareholder or other
payee to a $50 penalty, and the gross proceeds of any payments that are made to
such Shareholder or other payee with respect to Shares purchased pursuant to the
Offer may be subject to 31% backup withholding. If withholding results in an
overpayment of taxes, a refund may be obtained.
Certain Shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the Shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the Shareholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
To prevent backup withholding on payments that are made to a Shareholder
with respect to Shares purchased pursuant to the Offer, the Shareholder is
required to notify the Depositary of such Shareholder's correct TIN by
completing a Substitute Form W-9 certifying (i) that the TIN provided on
Substitute Form W-9 is correct (or that such Shareholder is awaiting a TIN), and
(ii) that (a) such Shareholder is exempt from backup withholding or (b) such
Shareholder has not been notified by the Internal Revenue Service that such
Shareholder is subject to backup withholding as a result of a failure to report
all interest or dividends or (c) the Internal Revenue Service has notified such
Shareholder that such Shareholder is no longer subject to backup withholding.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt holder
must enter its correct TIN in Part 1 of Substitute Form W-9, write "Exempt" in
Part 2 of such form, and sign and date the form. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8, "Certificate of Foreign Status" signed under penalties of perjury attesting
to such exempt status. Such forms may be obtained from the Depositary.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of
the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If you
do not provide your TIN to the Depositary within 60 days, backup withholding
will begin and continue until you furnish your TIN to the Depositary. NOTE:
WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN
OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.
The Shareholder is required to give the Depositary the TIN of the record
owner of the Shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the Shares. If the Shares are in more than one name
or are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
12
12. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the Shareholder should
promptly notify the Depositary by checking the box at the bottom of the
"Description of Shares Tendered" box on the front page of this Letter of
Transmittal. The Shareholder will then be instructed as to the steps that must
be taken in order to replace the certificate(s). This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen Share Certificates have been followed.
13. 401(k) SAVINGS PLAN. Participants in The Elder-Beerman Stores Corp.
Financial Partnership Plan may not use this letter of transmittal to direct the
tender of Shares allocated to their 401(k) savings plan account, but must comply
with the instructions found in the "Letter to Participants in The Elder-Beerman
Stores Corp. Financial Partnership Plan" sent separately to them. Participants
in the 401(k) plan are urged to carefully read the letter and related materials
sent to them. Participants in the 401(k) plan who would like to tender Shares
held outside of the 401(k) plan must use this letter of transmittal to tender
those Shares held outside of the 401(k) plan.
14. EMPLOYEE STOCK PURCHASE PLAN. If you want to tender Shares held in your
account under Elder-Beerman's employee stock purchase plan, you must:
- complete the box in this letter of transmittal entitled "Tender of Shares
Held in Elder-Beerman Employee Stock Purchase Plan" by choosing the
option to tender all of your Shares in your plan account or the option to
tender a specific number of Shares held in your plan account (if the box
is not completed, no Shares held in your plan account will be tendered),
and
- indicate the number of Shares being tendered from the employee stock
purchase plan account in the box in this letter of transmittal entitled
"Description of Shares Tendered."
As with Shares held outside of the employee stock purchase plan, you may
submit portions of the Shares held in your employee stock purchase plan account
at different prices, but you must complete a separate letter of transmittal for
each price at which you tender Shares. However, the same Shares cannot be
tendered at more than one price, unless previously and properly withdrawn as
provided in Section 5 of the Offer to Purchase.
If you tender Shares held in your employee stock purchase plan account, all
such Shares (other than fractional Shares) credited to your plan account will be
tendered, unless otherwise specified in the box entitled "Tender of Shares Held
in Elder-Beerman's Employee Stock Purchase Plan."
15. ODD LOTS. If Elder-Beerman is to purchase fewer than all Shares
properly tendered and not properly withdrawn, the Shares purchased first will
consist of all Shares properly tendered by any Shareholder who owns,
beneficially or of record, an aggregate of fewer than 100 Shares (including
Shares held in Elder-Beerman's employee stock purchase plan, but not including
any Shares held in The Elder-Beerman Stores Corp. Financial Partnership Plan)
and who tenders all of the holder's Shares at or below the purchase price. This
preference will not be available unless the box captioned "Odd Lots" is
completed.
16. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Information Agent at its addresses set forth below.
Requests for additional copies of the Offer to Purchase and this Letter of
Transmittal may be directed to the Information Agent or to brokers, dealers,
commercial banks or trust companies. Such materials will be furnished at
Elder-Beerman's expense.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE COPY HEREOF) OR AN
AGENT'S MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION
OF BOOK-ENTRY TRANSFER OR A PROPERLY COMPLETED AND DULY EXECUTED
NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS
MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION
DATE.
13
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS OF SECURITIES
(SEE INSTRUCTION 11)
- --------------------------------------------------------------------------------
DEPOSITARY'S NAME: WELLS FARGO BANK MINNESOTA, N.A.
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW. TIN
-----------------------------------
(Social Security
Number or Employer Identification
Number)
------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY Part 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
INTERNAL REVENUE SERVICE (SEE INSTRUCTIONS)
DEPOSITARY'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
AND CERTIFICATION
------------------------------------------------------------------------------------
Part 3 -- CERTIFICATIONS -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The
number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me); and (2) I am not subject to backup
withholding either because: (a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup withholding.
Signature ___________________________ Date ______________________
- --------------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) above if you have been notified by the IRS that you
are subject to backup withholding because of underreporting interest or
dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the Depositary within 60
days, 31% of all reportable payments made to me will be withheld.
Signature ________________________________________ Date ______________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY
COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY
EACH SHAREHOLDER OF THE COMPANY OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH
BELOW:
The Depositary for the Offer is:
WELLS FARGO BANK MINNESOTA, N.A.
By Mail: By Hand or Overnight Carrier: By Hand New York Drop:
Wells Fargo Bank Minnesota, N.A Wells Fargo Bank Minnesota, N.A The Depository Trust Company
P. O. Box 64858 161 North Concord Exchange 55 Water Street, 1st Floor
St. Paul, Minnesota 55164-0858 South St. Paul, Minnesota New York, New York 10041-0099
55075-1139
Attention: Reorganization Attention: Reorganization
Department Department
By Facsimile Transmission:
(651) 450-4163
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent or the Dealer Manager as set forth below, and will be
furnished promptly at Elder-Beerman's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000 or
Toll Free (800) 566-9061
Banks and Brokerage
Firms please call:
(800) 662-5200
The Dealer Manager for the Offer is:
[Wasserstein Logo]
WASSERSTEIN PERELLA & CO.
31 West 52nd Street
New York, New York 10019-6163
(212) 969-2700