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Exhibit 99(a)(1)(C)
LOGO
OFFER TO PURCHASE FOR CASH UP TO
3,333,333 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $6.00
NOR LESS THAN $4.50 PER SHARE
OF
THE ELDER-BEERMAN STORES CORP.
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.
September 8, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
The Elder-Beerman Stores Corp., an Ohio corporation, has engaged us to act
as Dealer Manager in connection with Elder-Beerman's offer to purchase shares of
its common stock, without par value (the "Shares"). Elder-Beerman is offering to
purchase up to 3,333,333 Shares at a price not greater than $6.00 nor less than
$4.50 per share, net to the seller in cash without interest, as specified by
tendering shareholders.
Elder-Beerman's offer is being made upon the terms and subject to the
conditions set forth in Elder-Beerman's Offer to Purchase, dated September 8,
2000, and the related Letter of Transmittal (which, as amended or supplemented
from time to time, collectively constitute the "Offer") enclosed herewith. A
tender of Shares pursuant to the Offer will include the preferred share purchase
rights and unless the context requires otherwise, all references to Shares
include the preferred share purchase rights.
Elder-Beerman 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
tendering shareholders. Elder-Beerman will select the lowest purchase price that
will allow it to purchase 3,333,333 Shares or, if a lesser number of Shares are
validly tendered, all Shares that are validly tendered and not withdrawn.
Elder-Beerman will pay the purchase price for all Shares validly tendered at
prices at or below the purchase price and not withdrawn. However, because of the
proration provisions described in the Offer, all Shares tendered at or below the
purchase price will not be purchased if the Offer is oversubscribed.
Elder-Beerman reserves the right, in its sole discretion, to purchase more than
3,333,333 Shares pursuant to the Offer.
The Offer is not conditioned upon any minimum number of shares being
tendered. The Offer is, however, subject to the conditions contained in the
Offer to Purchase. See the Introduction and Sections 7 and 13 of the Offer to
Purchase.
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If, before the Expiration Date (as defined in the Offer to Purchase), more
than 3,333,333 Shares or such greater number of Shares as Elder-Beerman may
elect to purchase are validly tendered at or below the purchase price and not
withdrawn, Elder-Beerman will purchase Shares on a pro rata basis from all
shareholders who validly tender their Shares at prices at or below the purchase
price.
Enclosed herewith for your information and for forwarding to your clients,
we are enclosing the following documents:
1. The Offer to Purchase, dated September 8, 2000;
2. The Letter of Transmittal for your use and for the information of
your clients;
3. A Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if none of the procedures for tendering Shares described in the Offer
to Purchase can be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, which provides information relating to backup federal
income tax withholding; and
6. A return envelope addressed to Wells Fargo Bank Minnesota, N.A.,
the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT 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.
Elder-Beerman will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager, the Information Agent and the
Depositary, as described in the Offer To Purchase) for soliciting tenders of
Shares pursuant to the Offer. Elder-Beerman will, however, upon request,
reimburse you for the reasonable and customary mailing and handling expenses you
incur in forwarding any of the enclosed materials to your clients. Elder-Beerman
will pay or cause to be paid all stock transfer taxes payable applicable to its
purchase of Shares pursuant to the Offer, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a shareholder must complete and
sign the Letter of Transmittal or a copy of the Letter of Transmittal in
accordance with the instructions in the Letter of Transmittal and either mail or
deliver it with any required signature guarantee or, in the case of book-entry
transfer, deliver an Agent's Message (as defined in the Offer to Purchase), and
any other required documents to Wells Fargo Bank Minnesota, N.A., the
Depositary, and either mail or deliver the stock certificates for the Shares or
tender the Shares pursuant to the procedures for book-entry transfer described
in the Offer to Purchase and Letter of Transmittal. Any shareholder who desires
to tender Shares and whose certificates for the Shares are not immediately
available or who cannot comply with the procedures for book-entry transfer on a
timely basis or whose other required documents cannot be delivered to the
Depositary by the expiration of the Offer should tender the Shares by following
the procedures for guaranteed delivery set forth in Section 4 of the Offer to
Purchase.
Any inquiries you may have with respect to the Offer may be directed to
Wasserstein Perella & Co., the Dealer Manager, or Morrow & Co., the Information
Agent, at their respective addresses and telephone numbers set forth on the back
cover of the Offer to Purchase.
Very truly yours,
Wasserstein Perella & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY
OTHER PERSON AN AGENT OF ELDER-BEERMAN, THE DEALER MANAGER, THE INFORMATION
AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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