SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
THE ELDER-BEERMAN STORES CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
THE ELDER-BEERMAN STORES CORP.
[ELDER-BEERMAN LOGO]
3155 El-Bee Road
Dayton, Ohio 45439
---------------------------------------------------
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
---------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, JUNE 5, 2003
AT 8:00 A.M. EASTERN DAYLIGHT TIME
DAYTON MARRIOTT HOTEL
1414 S. PATTERSON BLVD.
DAYTON, OHIO 45409
THE ELDER-BEERMAN STORES CORP.
3155 El-Bee Road
Dayton, Ohio 45439
May 8, 2003
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of The Elder-Beerman
Stores Corp., I cordially invite you to attend the 2003 Annual Meeting of
Shareholders. The meeting will be held at 8:00 a.m., eastern daylight time, on
Thursday, June 5, 2003, at The Dayton Marriott Hotel, 1414 South Patterson
Boulevard, Dayton, Ohio 45409.
The matters expected to be acted upon at the meeting are described in the
enclosed Proxy Statement. In addition, there will be a report on current
developments in the Company.
The Company requests that all shareholders thoroughly read the accompanying
notice of annual meeting and proxy statement.
Thank you for your attention to this important matter.
/s/ Bud Bergren
Byron L. Bergren
President and
Chief Executive Officer
THE ELDER-BEERMAN STORES CORP.
3155 El-Bee Road
Dayton, Ohio 45439
------------------------
NOTICE OF ANNUAL MEETING
------------------------
The Annual Meeting of Shareholders of The Elder-Beerman Stores Corp. will
be held on Thursday, June 5, 2003, at 8:00 a.m., eastern daylight time, at The
Dayton Marriott Hotel, 1414 South Patterson Boulevard, Dayton, Ohio 45409. The
principal business of the meeting are:
(1) To elect ten Directors for a one-year term expiring in 2004; and
(2) Such other business as may properly come before the meeting or any
postponements or adjournments thereof.
Only shareholders of record on April 7, 2003 will be entitled to notice of
and to vote at the annual meeting and at any adjournments.
Your vote is important. Please fill out the enclosed proxy card and return
it in the enclosed reply envelope.
By Order of the Board of Directors
/s/ Bud Bergren
Byron L. Bergren
President and
Chief Executive Officer
May 8, 2003
PLEASE PROMPTLY FILL OUT, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A SELF-ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. RETURNING A SIGNED PROXY WILL NOT PREVENT YOU FROM ATTENDING THE MEETING
AND VOTING IN PERSON, IF YOU DESIRE.
------------------------
Also enclosed is a copy of our Annual Report for the year ended February 1,
2003. The Annual Report contains financial and other information about
Elder-Beerman, but is not incorporated into the proxy statement. The Annual
Report is not a part of the proxy soliciting material.
THE ELDER-BEERMAN STORES CORP.
3155 El-Bee Road
Dayton, Ohio 45439
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 2003
DATE OF THE PROXY STATEMENT -- MAY 8, 2003
INFORMATION ABOUT THE ANNUAL MEETING
INFORMATION ABOUT ATTENDING THE ANNUAL MEETING
The Annual Meeting of Shareholders (the "Annual Meeting") of The
Elder-Beerman Stores Corp. ("Elder-Beerman" or the "Company") will be held on
Thursday, June 5, 2003, at 8:00 a.m., eastern daylight time, at The Dayton
Marriott Hotel, 1414 South Patterson Boulevard, Dayton, Ohio 45409.
INFORMATION ABOUT THIS PROXY STATEMENT
We sent you this proxy statement (the "Proxy Statement") and the enclosed
proxy card because Elder-Beerman's Board of Directors is soliciting your proxy
to vote your shares of common stock at the Annual Meeting. If you own
Elder-Beerman common stock in more than one account, such as individually and
also jointly with your spouse, you may receive more than one set of these proxy
materials. To help the Company save money and to provide you with better
shareholder services, we encourage you to have all your accounts registered in
the same name and address. You may do this by contacting Elder-Beerman's
Transfer Agent, Wells Fargo Bank Minnesota, N.A., Attention: Shareowner
Services, 161 North Concord Exchange Street, South St. Paul, MN 55075.
This Proxy Statement summarizes information that we are required to provide
to you under the rules of the Securities and Exchange Commission and is designed
to assist you in voting your shares. This Proxy Statement, together with the
Notice of Annual Meeting of Shareholders and proxy card, are first being mailed
on or about May 8, 2003, to all shareholders of record at the close of business
on April 7, 2003.
INFORMATION ABOUT VOTING
Shareholders can vote on matters presented at the Annual Meeting in two
ways:
- BY PROXY -- You can vote by signing, dating and returning the enclosed
proxy card. If you do this, the individuals named on the card (your
"proxies") will vote your shares in the manner you indicate. You may
specify on your proxy card whether your shares should be voted for all,
some or none of the Company's nominees for director. If you do not
indicate instructions on the card, your shares will be voted FOR the
election of the Company's nominees for director.
- IN PERSON -- You may come to the Annual Meeting and cast your vote there.
The Board of Directors of the Company recommends that you vote FOR its ten
nominees for election as Directors.
Each share of Elder-Beerman common stock (the "Common Stock") is entitled
to one vote. As of April 7, 2003, there were 11,581,064 shares of Common Stock
outstanding.
INFORMATION REGARDING TABULATION OF THE VOTE
Elder-Beerman has a policy that individual shareholder proxies, ballots and
votes tabulated at a meeting of the shareholders are confidential.
Representatives of Wells Fargo Bank Minnesota, N.A. will tabulate votes and act
as Inspectors of Election at the 2003 Annual Meeting, or any postponements or
adjournments thereof.
QUORUM REQUIREMENTS
A quorum of shareholders is necessary to hold a valid meeting. Under
Elder-Beerman's Amended Code of Regulations (the "Regulations"), if shareholders
entitled to cast a majority of all the votes entitled to be cast at the Annual
Meeting are present in person or by proxy, a quorum will exist to conduct all
business at the Annual Meeting. Abstentions and broker non-votes are counted as
present for establishing a quorum. A broker nonvote occurs when a broker votes
on some matters on the proxy card but not on others because the broker does not
have the authority to do so. In counting votes on a proposed item, the Company
will treat abstentions as votes cast. Broker non-votes will not be treated as
either votes passed or shares present for any proxy items for which brokers lack
authority to vote.
The holders of a majority of the votes represented at the Annual Meeting,
whether or not a quorum is present, may adjourn the meeting without notice other
than by announcement at the meeting of the date, time and location at which the
meeting will be reconvened.
INFORMATION ABOUT VOTES NECESSARY FOR ACTION TO BE TAKEN
The ten nominees for director receiving the greatest number of votes will
be elected at the Annual Meeting.
REVOCATION OF PROXY
You may revoke your proxy at any time before the vote at the Annual Meeting
(i) by sending in another proxy card with a later date, (ii) by sending a
written notice of revocation to Elder-Beerman's Secretary prior to the Annual
Meeting or (iii) by attending the Annual Meeting and voting in person.
COSTS OF PROXY SOLICITATION
Elder-Beerman will pay all the costs of soliciting proxies. In addition to
solicitation by mail, proxies may be solicited personally, by telegram,
telephone or personal interview by an officer or director of the Company, as
identified in the Proxy Statement under "Certain Information Regarding
Participants." Elder-Beerman will also ask banks, brokers and other
institutional nominees and fiduciaries to forward the proxy material to their
principals and to obtain authority to execute proxies, and reimburse them for
their expenses. In addition, Elder-Beerman has also retained Morrow & Co. to aid
in the distribution and solicitation of proxies, and has agreed to pay them a
fee of approximately $5,000, plus reasonable expenses. To date, the Company has
paid $3,500 to Morrow & Co. as an advance on expenses.
OTHER MATTERS
The Board of Directors does not know of any other matter that will be
presented at the Annual Meeting other than the election of directors discussed
in this Proxy Statement. Under our Regulations, generally no business besides
the items discussed in this Proxy Statement may be conducted or considered at
the Annual Meeting unless advance notice of additional items is given. See
"Shareholder Proposals," below.
ITEM NUMBER 1
ELECTION OF DIRECTORS
The Board of Directors has ten members and all members are elected annually
for a one-year term. The terms of the following directors expire at the Annual
Meeting: Byron L. Bergren, Mark F.C. Berner, Dennis S. Bookshester, Eugene C.
Davis, Charles Macaluso, Steven C. Mason, Thomas J. Noonan, Jr., Laura H.
Pomerantz, Jack A. Staph and Charles H. Turner. For election as directors at the
Annual Meeting, upon recommendation of
2
the Nominating and Corporate Governance Committee, the Board of Directors is
nominating Byron L. Bergren, Mark F.C. Berner, Dennis S. Bookshester, Eugene C.
Davis, Charles Macaluso, Steven C. Mason, Thomas J. Noonan, Jr., Laura H.
Pomerantz, Jack A. Staph and Charles H. Turner to serve as directors for term of
office that will expire at the Annual Meeting of Shareholders in 2004. All of
the nominees currently serve as directors of the Company.
Listed below are the names of the Company's ten nominees for election to
the Board of Directors. Also listed is the year in which each individual first
became a director of the Company and the individual's principal occupation and
other directorships.
The Board has no reason to believe that any nominee will be unavailable to
stand for election. If a vacancy among such nominees occurs prior to the Annual
Meeting, the current Board of Directors may designate a replacement for the
nominee and the board's proxy agents will vote the proxies for that replacement
nominee.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITS TEN NOMINEES FOR
DIRECTOR.
NOMINEES FOR DIRECTOR AT THE ANNUAL MEETING:
<Table>
<Caption>
DIRECTOR
NAME SINCE AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
- ---- -------- --- ----------------------------------------------------
Byron L. Bergren............... 2002 56 Mr. Bergren has served as President and Chief
Executive Officer of the Company since February
2002. Prior to this time, Mr. Bergren served as
Chairman of the Southern Division of Belk Stores,
Inc. ('Belk') from 1999 to February 2002. Prior to
that he served as Partner of the Florida division of
Belk from 1992 to 1999; Senior Vice President of
Corporate Sales Promotion and Marketing of Belk from
1991 to 1992; and Senior Vice President of
Merchandising and Marketing of the Belk Charlotte
division from 1988 to 1991.
Mark F. C. Berner.............. 2000 49 Mr. Berner is Managing Partner of SDG Resources,
L.P., an oil and gas investment fund. From 1996 to
1999, he was a private investment consultant in New
York. In 1995, Mr. Berner served as Senior Vice
President and Counsel for Turnberry Capital
Management, L.P., a private equity fund. Mr. Berner
also currently serves as a Director of ThinkSheet,
Inc., a privately held technology company. Mr.
Berner is also a member of the Bar of the State of
New York.
Dennis S. Bookshester.......... 1999 64 Mr. Bookshester serves as Chairman of the Illinois
Racing Board. He also serves as the Chairman of
Cutanix Corporation, a privately held biotechnology
company. From 1999 through May 2002, he served as
the President and Chief Executive Officer of Fruit
of the Loom, Inc., a garment manufacturer that filed
for protection under Chapter 11 of the United States
Bankruptcy Code in December 1999. Mr. Bookshester
also currently serves as a Director of Playboy
Enterprises, Inc.
Eugene I. Davis................ 2000 48 Mr. Davis is Chairman and Chief Executive Officer of
Pirinate Consulting Group, L.L.C., a corporate
strategy consulting firm, Murdock Communications
Corporation, a telecommunications holding company,
and of RBX Industries, Inc., a rubber and foam
manufacturer and distributor that filed for chapter
11 of the United States Bankruptcy Code in December
2000. Prior to serving as RBX's Chairman and Chief
Executive Officer, he served as its Chief
Restructuring Officer from January to
</Table>
3
<Table>
<Caption>
DIRECTOR
NAME SINCE AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
- ---- -------- --- ----------------------------------------------------
September 2001. From 1999 to 2001, he served as
Chief Executive Officer of SmarTalk Teleservices
Corp., an independent provider of prepaid calling
cards, that filed for protection under chapter 11 of
the United States Bankruptcy Code in January 1999,
and is currently being liquidated. During 1998 and
1999, Mr. Davis was Chief Operating Officer of
Total-Tel Communications, Inc., a long distance
telecommunications provider. From 1996 to 1997, Mr.
Davis was the Chief Executive Officer of Sport
Supply Group, Inc., a sporting goods and athletic
equipment distributor. Mr. Davis also currently
serves as a Director of Coho Energy, Inc., Murdock
Communications Corp., Tipperary Corporation, Flag
Telecom Group Limited, Metals USA, Inc. and
Metrocall Holdings, Inc.
Charles Macaluso............... 1999 59 Mr. Macaluso is a Principal in Dorchester Capital
Advisors (formerly East Ridge Consulting, Inc.), a
management advisory and investment firm he founded
in 1998. Prior to this, Mr. Macaluso served as a
Principal from 1996 through 1998 in Miller
Associates, Inc., a management consulting firm. Mr.
Macaluso also currently serves as a Director of Flag
Telecom, Ltd. and Darling International.
Steven C. Mason................ 1997 67 Mr. Mason was appointed interim President effective
January 1, 2002, and served in this capacity role
until Mr. Bergren's appointment as President. Mr.
Mason was also appointed as non-executive Chairman
of the Board in January, 2002. Mr. Mason retired
from Mead Corp., a forest products company, in
November 1997. Prior to retirement, Mr. Mason served
as Chairman of the Board and Chief Executive Officer
of Mead Corp. from April 1992 to November 1997. Mr.
Mason also currently serves as a Director of PPG
Industries, Inc. and Convergys Corp.
Thomas J. Noonan, Jr. ......... 1997 64 Mr. Noonan is the Chairman and Chief Executive
Officer of the Coppergate Group ('Coppergate'), a
financial investment and management company, and has
served in this capacity since May 1996. Prior to
that, he served as a Managing Director of Coppergate
from April 1993 through May 1996. He also serves as
the Chairman, President and Chief Executive Officer
of Intrenet, Inc. ('Intrenet'), a truckload carrier
service provider that filed for protection under
chapter 11 of the United States Bankruptcy Code in
January 2001, and is currently being liquidated. Mr.
Noonan has served in his current position at
Intrenet since January 2001. He has been a Director
of Intrenet since 1991 and was named Chairman in
December 2000. Mr. Noonan is Managing Director of
Solutions Management, a financial advisory firm, and
has served in that capacity since September 2001.
From April 2000 to April 2002, Mr. Noonan served as
the Chief Executive of R&S Liquidating Company,
Inc., which was formerly known as WSR, Inc. ('WSR ')
an automotive aftermarket retailer that filed for
chapter 11 of the United States Bankruptcy Code in
1998 and is currently being
</Table>
4
<Table>
<Caption>
DIRECTOR
NAME SINCE AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
- ---- -------- --- ----------------------------------------------------
liquidated. Prior to that Mr. Noonan was WSR's Chief
Restructuring Officer from August 1998 through
December 1999. Mr. Noonan served as Executive Vice
President and Chief Financial Officer of Herman's
Sporting Goods, Inc. from August 1994 through 1999,
a sporting goods retailer that filed for protection
under chapter 11 of the United States Bankruptcy
Code and is currently being liquidated.
Laura H. Pomerantz............. 1997 55 Mrs. Pomerantz currently serves as President of LHP
Consulting & Management, a real estate consulting
firm, and has served in this capacity since 1995.
Through LHP Consulting & Management, Mrs. Pomerantz
is also associated with PBS Realty Advisors, LLC, as
one of the Principals, a company providing
commercial real estate advisory and brokerage
services. The partnership was formed in September of
2002. Prior to that, she was associated with Newmark
& Company Real Estate, Inc., a commercial real
estate company, as Senior Managing Director and
served in this capacity from August 1996 to August
2002. Mrs. Pomerantz served as Executive Vice
President and a Director of the Leslie Fay
Companies, Inc. ('Leslie Fay'), an apparel design
and manufacturing company, from January 1993 to
November 1994, and as Senior Vice President and Vice
President of Leslie Fay from 1986 through 1992.
Jack A. Staph.................. 1997 57 Mr. Staph is currently a consultant, lawyer and
private investor. He also serves as President of
Cleveland Marathon, Inc. Mr. Staph has also served
in an advisory capacity to CVS Corp. since June
1997. Prior to this time, Mr. Staph served as Senior
Vice President, Secretary, and General Counsel of
Revco D.S., Inc., a retail pharmacy company, from
October 1972 to August 1997.
Charles H. Turner.............. 2000 46 Mr. Turner is Executive Vice President of Finance,
Chief Financial Officer and Treasurer of Pier 1
Imports, Inc. ('Pier 1'), and has served in this
capacity since August 1999. Mr. Turner served as
Pier 1's Senior Vice President of Stores from August
1994 through August 1999.
</Table>
5
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors oversees the business and affairs of Elder-Beerman
and monitors the performance of management. The Board met nine times during
2002. Every director attended more than 75% of the meetings of the Board of
Directors and the committees on which he serves in fiscal year 2002.
The Board of Directors has an Executive Committee, an Audit and Finance
Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee. Each Committee reports to the Board of Directors at its first meeting
after any Committee meeting.
Executive Committee
During fiscal year 2002, the members of the Executive Committee were
Messrs. Mason (Chairman), Davis (who served on the Executive Committee until
August 28, 2002), Noonan and Macaluso. Messrs. Berner and Staph joined the
Executive Committee on August 28, 2002. The Executive Committee held two
meetings in 2002. Except to the extent that its powers are limited by law, by
Elder-Beerman's Amended Articles of Incorporation or Regulations or by the Board
of Directors, during the intervals between meetings of the Board of Directors,
the Executive Committee may exercise, subject to the control of the Board of
Directors, all of the powers of the Board of Directors in the management and
control of the Company's business. All action taken by the Executive Committee
is reported to the Board of Directors at its first meeting thereafter.
Audit and Finance Committee
During fiscal year 2002, the members of the Audit and Finance Committee
were Messrs. Noonan (Chairman), Davis, Macaluso and Turner. Mr. Bookshester
joined the Audit and Finance Committee on August 28, 2002. The Audit and Finance
Committee held nine meetings in 2002. The Audit and Finance Committee is
responsible for: (i) monitoring the Company's corporate compliance program; (ii)
recommending the Company's outside auditors; (iii) reviewing the independence of
the Company's outside auditors; (iv) reviewing the audit results and
recommendations of the Company's outside auditors; (v) reviewing the Company's
financial statements, including meeting each quarter with management and the
Company's outside auditors to review quarterly earnings results and the quality
of those earnings prior to their public release; (vi) reviewing and evaluating
the Company's systems of internal accounting controls; (vii) reviewing and
evaluating the Company's internal audit functions and meeting from time to time
with the internal auditors outside the presence of other employees; and (viii)
reviewing such other matters in relation to the accounting, auditing and
financial reporting practices and procedures of the Company as the Audit and
Finance Committee may, in its own discretion, deem desirable in connection with
the review functions described above.
Compensation Committee
During fiscal year 2002, the members of the Compensation Committee were
Messrs. Staph (Chairman until August 28, 2002) and Berner (Chairman after August
28, 2002). Mr. Bookshester and Mrs. Pomerantz joined the Compensation Committee
on August 28, 2002. Mr. Mason served on the Compensation Committee until August
28, 2002. The Compensation Committee held five meetings in 2002. The
Compensation Committee is responsible for: (i) reviewing executive salaries;
(ii) approving the salaries and other benefits of the executive officers of the
Company; (iii) administering the bonus, stock option and other incentive
compensation plans of the Company; and (iv) advising and consulting with the
Company's management regarding pension and other benefit plans and compensation
policies and practices of the Company.
Nominating and Corporate Governance Committee
During fiscal year 2002, the members of the Nominating and Corporate
Governance Committee were Messrs. Mason (Chairman until August 28, 2002) and
Staph (Chairman after August 28, 2002). Mr. Bookshester and Mrs. Pomerantz
served on the Nominating and Corporate Governance Committee until August 28,
2002. Messrs. Berner, Davis and Noonan joined the Nominating and Corporate
Governance Committee on August 28, 2003. The Nominating and Corporate Governance
Committee held three meetings in 2002. The Nominating and Corporate Governance
Committee is responsible for the selection, evaluation and nomination of
candidates for
6
election to the Board of Directors. The Nominating and Corporate Governance
Committee is also responsible for recommending to the Board the members and
chair of each Board Committee. In addition, the Nominating and Corporate
Governance Committee is responsible for the process of evaluating the overall
performance of the Board of Directors and its individual members to ensure
effective operations of the Board of Directors and overall corporate governance.
The Nominating and Corporate Governance Committee does not consider nominees
recommended by shareholders. Instead, these nominees would be considered by the
entire Board of Directors.
COMPENSATION OF ELDER-BEERMAN'S DIRECTORS
Compensation
Directors who are employees of Elder-Beerman do not receive any separate
fees or other remuneration for serving as a director. For fiscal year 2002,
non-employee directors were paid an annual retainer of $20,000 for their service
on the Board of Directors. Non-employee directors may elect to take their annual
retainer as cash or in the form of discounted stock options. At the beginning of
each fiscal year, non-employee directors also receive an annual grant of
restricted shares with a market value of $10,000 on the date of the grant. When
first joining the board, a non-employee director also receives an initial grant
of 1,300 restricted shares and options to purchase 7,000 shares of Common Stock.
Non-employee committee chairpersons are paid an additional $5,000 fee for their
services on their respective committees. Non-employee directors are also paid a
meeting fee of $1,500 for each board meeting attended, plus $500 for each
committee meeting attended, other than members of the Executive Committee, which
has the fee structure described in the next paragraph.
For fiscal year 2002, compensation for members of the Executive Committee,
all of whom are non-employee directors, was $2,500 for in person meetings and
$1,000 for telephonic meetings.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Except as noted in the following sentence, no member of the Compensation
Committee was or ever has been an officer or employee of Elder-Beerman or
engaged in transactions with Elder-Beerman (other than in his capacity as a
director). During Mr. Mason's tenure as interim President from January 1, 2002
until Mr. Bergren's appointment as President on February 11, 2002, Mr. Mason
remained on the Compensation Committee. During this time, the Compensation
Committee neither met nor acted on any matters. No Elder-Beerman executive
officer serves as a director or member of the compensation committee of another
entity, whose executive officer serves as a member of the Compensation Committee
or a director of Elder-Beerman.
7
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
Security Ownership of Certain Beneficial Owners and Management
The Company's Common Stock is the only outstanding class of voting
securities. The following table sets forth information regarding ownership of
the Company's Common Stock as of April 7 , 2003 (except as otherwise noted) by:
(a) each person who owns beneficially more than 5% of Common Stock of the
Company to the extent known to management, (b) each named executive officer and
director of the Company, and (c) all directors and executive officers as a
group. All information with respect to beneficial ownership has been furnished
by the named person or is based on filings with the Securities and Exchange
Commission.
<Table>
<Caption>
AMOUNT AND NATURE
OF BENEfiCIAL Percent
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ---------------- ----------------- --------
Snyder Capital Management, Inc. ............................ 2,669,800(2) 23.05%
350 California Street, Suite 1460
San Francisco, CA 94104
PPM America, Inc. .......................................... 1,966,868(3) 16.98%
225 West Wacker Drive, Suite 1200
Chicago, IL 60606
Dimensional Fund Advisors Inc. ............................. 601,000(4) 5.19%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Franklin Advisory Services, LLC............................. 593,000(5) 5.12%
One Parker Plaza, 16th Floor
Fort Lee, NJ 07024
Byron L. Bergren............................................ 142,365(6) 1.23%
Mark F.C. Berner............................................ 17,378(6) *
Dennis S. Bookshester....................................... 39,378(6) *
Eugene I. Davis............................................. 17,378(6) *
Charles Macaluso............................................ 94,642(6) *
Steven C. Mason............................................. 107,898(6) *
Thomas J. Noonan, Jr. ...................................... 50,442(6) *
Laura H. Pomerantz.......................................... 26,200(6) *
Jack A. Staph............................................... 65,387(6) *
Charles H. Turner........................................... 51,504(6) *
Edward A. Tomechko.......................................... 3,334 *
James M. Zamberlan.......................................... 124,066(6) 1.07%
Steven D. Lipton............................................ 48,437(6) *
All directors and executive officers as a group:............ 788,409 6.81%
</Table>
- ---------------
* less than 1%
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in this table or is
based on filings with the Securities and Exchange Commission. "Beneficial
ownership" is a technical term broadly defined by the Securities and
Exchange Commission to mean more than ownership in the usual sense. So, for
example, you not only "beneficially" own the Elder-Beerman Common Stock that
you hold directly, but also the Elder-Beerman Common Stock that you
indirectly (through a relationship, a position as a director or trustee, or
a contract or understanding), have (or share) the power to vote or sell or
that you have the right to acquire within 60 days of April 7, 2003.
8
(2) Snyder Capital Management, Inc. ("SCMI") is the general partner of Snyder
Capital Management, L.P. ("SCMLP"), a registered investment advisor. SCMI
and SCMLP reported the beneficial ownership (as of April 14, 2003) of such
shares in a Form 13D/A filed with the Securities and Exchange Commission on
April 15, 2003.
(3) PPM America, Inc. ("PPM") a registered investment advisor, reported the
beneficial ownership of such shares in a Form 13D/A filed with the
Securities and Exchange Commission on April 26, 2001. All such shares are
held in portfolios of PPM America Special Investments Fund, L.P. ("SIF I")
and PPM America Special Investments CBO II, L.P. ("CBO II"). PPM serves as
investment advisor to both SIF I and CBO II. PPM, PPM America CBO II
Management Company (general partner of CBO II) and PPM America Fund
Management GP, Inc. (general partner of SIF I) disclaim beneficial ownership
of all such shares.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, reported the beneficial ownership of such shares in a Form 13G
filed with the Securities and Exchange Commission on February 3, 2003. All
such shares are owned by investment companies, trusts or separate accounts
(the "Funds"). Dimensional is an investment advisor or manager to all of the
Funds and possesses voting and/or investment power over the shares.
Dimensional disclaims beneficial ownership of all shares.
(5) Franklin Advisory Services, LLC ("Franklin") is a registered investment
advisor and subsidiary of Franklin Resources, Inc. Franklin reported the
beneficial ownership of such shares in a Form 13G filed with the Securities
and Exchange Commission on January 30, 2003. Franklin is an investment
advisor or manager and possesses voting and/or investment power over the
shares. Franklin disclaims beneficial ownership of all shares.
(6) These amounts include shares of Common Stock that the following persons has
a right to acquire within 60 days after April 7, 2003.
<Table>
<Caption>
NAME NUMBER OF SHARES EXERCISABLE
- ---- ----------------------------
Mr. Bergren................................. 83,334
Mr. Berner.................................. 4,667
Mr. Bookshester............................. 25,123
Mr. Davis................................... 4,667
Mr. Macaluso................................ 80,387
Mr. Mason................................... 92,817
Mr. Noonan.................................. 35,361
Ms. Pomerantz............................... 13,419
Mr. Staph................................... 49,906
Mr. Turner.................................. 34,793
Mr. Zamberlan............................... 104,000
Mr. Lipton.................................. 35,000
</Table>
9
EXECUTIVE COMPENSATION
The following sections present compensation information for the years shown
for Elder-Beerman's Chief Executive Officer, the next three highest paid
executive officers (the "Named Executive Officers") at the end of fiscal year
2002, and one former executive officer. The information is presented on a fiscal
year basis.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- --------------------------------------
AWARDS PAYOUTS
----------------------- ------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS (#) ($)(8)
------------------ ---- ------- ------- ------------ ---------- ---------- ------------
Byron L. Bergren,(1)........... 2002 498,626 200,000(4) 140,257(5) 10,000(7) 178,306
President and 2001 142,500 250,000
Chief Executive Officer 2000
Edward A. Tomechko,(2)......... 2002 190,137 69,603(4) 18,990(6) 8,700(7) 25,000 25,834
Executive Vice President 2001
Chief Financial Officer, 2000
Secretary and Treasurer
James M. Zamberlan,............ 2002 368,431 131,400 2,893
Executive Vice President 2001 364,046 3,558
Stores 2000 351,346 9,703 30,000 4,359
Steven D. Lipton,.............. 2002 226,104 63,000(4) 7,875(7) 6,143
Senior Vice President -- 2001 220,821 6,480
Controller 2000 203,538 43,315 11,876 15,000 6,660
Scott J. Davido,(3)............ 2002 95,110 209,352
Former Executive Vice 2001 292,199 3,816
President, Chief Financial 2000 261,923 37,295 29,690 30,000 4,236
Officer, Secretary and
Treasurer
</Table>
- ---------------
(1) Mr. Bergren was elected as President and Chief Executive Officer of the
Company, effective February 11, 2002. As part of his employment contract,
Mr. Bergren was issued options and shares of restricted stock upon the
execution of his employment agreement, which occurred during the Company's
2001 fiscal year.
(2) Mr. Tomechko's salary reflects compensation received since he joined the
Company in June 2002.
(3) Mr. Davido's salary reflects compensation received until his departure from
the Company on May 28, 2002.
(4) Includes the dollar value as of January 31, 2003 of deferred shares as
follows: Mr. Bergren -- 15,326 shares; Mr. Tomechko -- 13,344 shares and
Mr. Lipton -- 12,069 shares. Under the Company's Equity and Performance
Incentive Plan, executive may elect to be paid a portion of their cash bonus
in "deferred shares" of the Company rather than cash; and if such election
is made, one restricted share is awarded for each four deferred shares.
Deferred shares are paid to an executive after a three year deferral period
or cessation of employment, whichever occurs first. Restricted matching
shares are forfeited if the executive does not continue in the employ of the
Company for three years after award.
(5) Reimbursement for relocation expense of $93,342 and taxes associated with
said expense of $46,915.
(6) Reimbursement for relocation expense of $11,672 and taxes associated with
said expense of $7,318.
(7) Includes the dollar value of restricted shares awarded under the company's
Equity and Performance Incentive Plan, as follows: Mr. Bergren -- 3,831
shares, Mr. Tomechko -- 3,334 shares and Mr Lipton -- 12,069 shares.
(8) Includes for 2002, life insurance premium payments paid by the Company in
the following amounts: Mr. Bergren -- $3,606, Mr. Tomechko -- $834, Mr.
Zamberlan -- $2,893, Mr. Lipton -- $2,093 and Mr. Davido -- $1,537; a
matching contribution paid by the Company under the Company's Retirement
Savings Plan in the following amount: Mr. Lipton -- $4,050 and Mr. Davido
-- $2,430; signing bonuses of $175,000 to Mr. Bergren and $25,000 to Mr.
Tomechko; and severance payments of $205,385 to Mr. Davido.
10
STOCK OPTION GRANTS
The following table sets forth information concerning the only stock option
grants made to any Named Executive Officers during fiscal year 2002 pursuant to
the Company's Equity and Performance Incentive Plan, as amended (the "Plan").
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATE OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED(#)(1) FISCAL 2002 PRICE($/SH) DATE 5% ($) 10% ($)
---- ------------- ------------ ----------- ---------- -------- ----------
Edward A. Tomechko........ 25,000 56.9 3.15 06/10/12 448,087 1,135,541
</Table>
- ---------------
(1) Options vest annually in one-fifth increments beginning one year from date
of grant and have a term of ten years.
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information about any stock options
exercised during fiscal year 2002 by the Named Executive Officers and the fiscal
year-end value of unexercised options held by any Named Executive Officers. All
of such options were granted under the Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS HELD AT OPTIONS/SARS HELD AT
SHARES VALUE FEBRUARY 1, 2003 (#) FEBRUARY 1, 2003 ($)(1)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Byron L. Bergren......... 0 0.00 83,334 166,666 $0.00 $0.00
Edward A. Tomechko....... 0 0.00 0 25,000 $0.00 $0.00
James M. Zamberlan....... 0 0.00 97,000 29,000 $0.00 $0.00
Steven D. Lipton......... 0 0.00 33,000 13,000 $0.00 $0.00
</Table>
- ---------------
(1) Based on the closing price on NASDAQ of the Company's Common Stock on
January 31, 2003 (the last trading day in fiscal year 2002) of $2.61.
EMPLOYMENT AND SEVERANCE AGREEMENTS WITH CERTAIN OFFICERS
The Company entered into an employment agreement with Mr. Bergren in
January 2002 under which he is employed as President and Chief Executive Officer
of the Company at a base annual salary with benefits plus any increases granted
to him at the discretion of the Board. The Company has also agreed to nominate
him for election as a director at each annual meeting of shareholders. The
initial term of the agreement expires on January 30, 2005, except that it
automatically extends for successive one-year periods unless notice of
termination is given within 120 days prior to the expiration of the initial term
or any extended term. If the Company terminates Mr. Bergren's employment at any
time for any reason other than cause, disability or death, the Company will
continue to pay him his base salary for the longer of the remaining term of the
employment agreement or one year following termination. If such termination
occurs after a "Change of Control" of the Company (as defined in the agreement),
then, in lieu of the forgoing payments, the Company will pay him in a lump sum
within 45 days after his termination of employment a severance payment equal to
2.99 times his "base
11
amount," as such term is defined in Section 280G of the Internal Revenue Code.
In addition, unexercisable options become exercisable and unvested restricted
shares vest. If any payment to Mr. Bergren as a result of a Change of Control is
subject to the Section 280G excise tax, such payments will be grossed up to
offset the impact of the tax. If Mr. Bergren terminates his employment for "Good
Reason" (as defined in the agreement) within two years of a Change of Control,
he will be entitled to the same payments that the Company would be required to
make to him if the Company had terminated him for any reason other than cause,
disability, or death. Mr. Bergen may voluntarily terminate his employment with
the Company at any time, but in such an event he would not be entitled to any
severance payments. Any payment under the severance clause is conditioned on the
execution of a release of claims agreement.
The Company entered into a severance agreement with Mr. Tomechko in June
2002. The agreement provides that (i) if the Company terminates his employment
at any time for any reason other than cause, disability or death or (ii) if Mr.
Tomechko resigns his employment for "Good Reason" (as defined in the agreement),
the Company will continue to pay him his base salary and will continue his
participation in Company health plans for 12 months following termination. If
either of the foregoing terminations occur within 24 months following a "Change
of Control of the Company" (as defined in the agreement), the Company will, in
lieu of the foregoing severance benefits, pay Mr. Tomechko in a lump sum within
45 days of his termination of employment an amount equal to 2 times his salary
and will continue his participation in Company health plans for 24 months. Any
payment under the severance clause is subject to the execution of a release of
claims agreement.
The Company entered into an employment agreement with Mr. Zamberlan in
December 1997, which was amended on June 15, 2001. The agreement as now in
effect provides that Mr. Zamberlan will be employed as Executive Vice President
Stores of the Company at a base salary with benefits, plus any increases granted
to him at the discretion of the Board. The agreement is for a one-year period,
except that it automatically extends for successive one-year periods unless
notice of termination is given 120 days prior to the expiration date of the then
current one-year period. If the Company terminates Mr. Zamberlan's employment at
any time during the term of the agreement for any reason other than cause,
disability or death, the Company will continue to pay him his base salary for
one-year and will continue his participation in Company health and life
insurance programs until the earlier of his obtaining new employment providing
equivalent benefits or the expiration two years from termination of employment.
If Mr. Zamberlan is terminated by the Company or resigns for "Good Reason" (as
defined in the agreement) within two years of a Change of Ownership of the
Company (as defined in the Agreement) or he resigns within the 30-day period
following the one year anniversary date of the Change of Ownership or he is
terminated by the Company in connection with, but prior to, a Change of
Ownership, then, in lieu of the forgoing cash payments, the Company will pay him
in a lump sum within 45 days after his termination of employment a severance
payment equal to the greater of (i) 2.99 times his "base amount," as such term
is defined in Section 280G of the Internal Revenue Code, or (ii) 2.0 times his
most recent base salary and bonus, subject to the execution of a release of
claims agreement. If any payment to Mr. Zamberlan as a result of a Change of
Ownership is subject to the Section 280G excise tax under the Internal Revenue
Code, such payments will be grossed up to offset the impact of the tax.
The Company entered into an employment agreement with Mr. Lipton in
December 1997, which was amended on June 15, 2001. The agreement as now in
effect provides that Mr. Lipton will be employed as Senior Vice President and
Controller of the Company at a base salary with benefits plus any increases
granted to him at the discretion of the Board. The agreement is for a one-year
period, except that it automatically extends for successive one-year periods
unless notice of termination is given 120 days prior to the expiration date of
the then current one-year period. If the Company terminates Mr. Lipton's
employment at any time during the term of the agreement for any reason other
than cause, disability or death, the Company will continue to pay him his base
salary for one-year and will continue his participation in Company health and
life insurance programs until the earlier of his obtaining new employment
providing equivalent benefits or the expiration two years from termination of
employment. If Mr. Lipton is terminated by Company or resigns for "Good Reason"
(as defined in the agreement) within two years of a Change of Ownership of the
Company (as defined in the Agreement) or he resigns within the 30-day period
following the one year anniversary date of a Change of Ownership or he is
terminated by the Company in connection with, but prior to, a Change of
Ownership then, in lieu of the forgoing cash payments, the Company will pay him
in a lump sum within 45 days after his termination of employment a
12
severance payment equal to 1.5 times his most recent base salary and bonus,
subject to the execution of a release of claims agreement. If any payment to Mr.
Lipton as a result of a Change of Ownership is subject to the Section 280G
excise tax under the Internal Revenue Code, such payments will be grossed up to
offset the impact of the tax.
The Company has also entered into Indemnification Agreements with each
current member of the Board of Directors as well as each of the Company's
executive officers. These agreements provide that, to the extent permitted by
Ohio law, the Company will indemnify the director or officer against all
expenses, costs, liabilities and losses (including attorneys' fees, judgments,
fines or settlements) incurred or suffered by the director or officer in
connection with any suit in which the director or officer is a party or is
otherwise involved as a result of the individual's service as a member of the
Board of Directors or as an officer so long as the individual's conduct that
gave rise to such liability meets certain prescribed standards.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors (the "Committee") has
responsibility for setting and administering the policies that govern executive
compensation. The Committee reviews, analyzes and recommends compensation
programs to the Board and administers and grants awards under the Company's
Equity and Performance Incentive Plan, as amended (the "Plan"). The Committee is
comprised entirely of non-employee directors. Reports of the Committee's actions
and decisions are recommended to the full Board. The purpose of this report is
to summarize the philosophical principles, specific program objectives and other
factors considered by the Committee in reaching its determination regarding the
executive compensation of the Chief Executive Officer and the Company's other
executive officers.
The Committee's goal is to ensure the establishment and administration of
executive compensation policies and practices that will enable Elder-Beerman to
attract, retain and motivate the management talent necessary to achieve the
Company's goals and objectives. The Committee's philosophy is that executive
compensation should include the following:
- A competitive mix of short-term (base salary and annual incentive bonus)
and long-term (stock options and restricted and deferred shares)
compensation that helps the Company attract and retain executive talent.
- Cash compensation that generally reflects competitive industry levels,
with annual incentive bonus opportunities that may produce total
compensation at or above competitive levels if performance against
predetermined objectives exceeds targets.
- Opportunities for ownership of Elder-Beerman's Common Stock that align
the interests of Company executives with the long-term interests of
shareholders.
The Company's executive compensation is comprised primarily of (i)
salaries, (ii) annual cash incentive bonuses and (iii) long-term incentive
compensation in the form of stock options, deferred shares and restricted shares
granted under the Plan. Periodically, the Committee reviews market data and
assesses the Company's competitive position for each of these three components.
To assist in benchmarking the competitiveness of its compensation programs, the
Committee retains a third-party consultant to compile an executive compensation
survey for comparably sized retail companies. Because the Committee believes
that compensation in the retail industry is more directly tied to the size of
enterprise than the type of retail business, these surveys also include
comparably sized retailers outside of the department store business. Each of the
components of executive compensation is discussed below.
13
COMPONENTS OF COMPENSATION
BASE SALARY
The Committee reviews base salaries annually and makes adjustments on the
basis of the performance of both the individual executive and the Company, the
executive's level of responsibility in the Company, the executive's importance
to the Company and the general level of executive compensation in the retail
industry. Base salaries and increases in the base salaries of the Company's
executive officers (other than the Chief Executive Officer) are reviewed and
approved by the Committee after considering recommendations made by the Chief
Executive Officer in light of the criteria discussed above.
ANNUAL BONUS
- GENERAL PARAMETERS
Annual bonus awards are designed to promote the achievement of the
Company's business objectives. In setting annual bonus award targets, the
Committee considers the Company's prior year's performance and objectives, as
well as its expectations for the upcoming year. The Committee establishes
objective and measurable performance goals. Executive officers must meet or
exceed the established thresholds to receive a bonus payout.
Bonus targets are fixed as a percentage of annual base salary based on
comparable incentives paid by other retail companies. Target bonuses for the
executive officers ranged from 35% to 50% of base salary. The target percentage
increases with the level of responsibility of the executive. Bonus payments may
range from 0% to 150% of the target annual bonus, with payments increasing as
performance improves.
- 2002 BONUS OBJECTIVES
Executive officers annual bonuses for 2002 were based on meeting a
corporate operating profit goal. For the fiscal year 2002, the Company achieved
the threshold, but not the target award level established for operating profit.
Therefore, the Company paid this bonus component at 80% of the target level to
the executive officers.
- DEFERRED SHARES AND RESTRICTED SHARES
An executive may elect to defer up to 50% of his annual bonus in the form
of deferred shares. Deferred shares are subject to a deferral period of at least
three years, which is accelerated in the event of death, permanent disability,
termination of employment or change in control of Elder-Beerman. Holders of
deferred shares do not have voting rights for their deferred shares, but the
terms of the deferred shares may provide for dividend equivalents. The Company
matches 25% of the value of the deferred shares in restricted shares.
Restricted shares vest in three years from the date of grant, which is
accelerated in the event of death, permanent disability or a change in control
of Elder-Beerman. Prior to vesting, restricted shares are forfeitable upon
termination of employment. The restricted shares provide for dividend
equivalents and voting rights.
The deferred shares and restricted shares are granted to executives in
accordance with the Plan.
LONG-TERM INCENTIVE AWARDS
- STOCK OPTIONS, DEFERRED SHARES AND RESTRICTED SHARES
The Committee administers the Plan, which provides for long-term incentives
to executive officers in the form of stock options, deferred shares and
restricted shares. The awards of stock options, deferred shares and restricted
shares provide compensation to executives only if shareholder value increases.
To determine the number of stock options, deferred shares and restricted shares
awarded, the Committee periodically reviews a survey prepared by a third-party
consultant of awards made to individuals in comparable positions at other retail
companies and the executive's past performance, as well as the number of
long-term incentive awards previously granted to the executive. The deferred
shares and restricted shares are subject to the terms and conditions described
above.
14
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The base salary and increases in the base salary of the Chief Executive
Officer are reviewed annually and approved by the Committee and the nonemployee
members of the Board of Directors after review of the Chief Executive Officer's
performance against predetermined performance criteria set by the nonemployee
Directors.
2002 BASE SALARY AND ANNUAL BONUS
Mr. Bergren's annual base salary was $500,000. Mr. Bergren also earned a
performance based bonus of $200,000 for fiscal year 2002 results in accordance
with the Equity and Performance Incentive Plan, an 80% payout of his annual
bonus target of 50% of his base salary. Mr. Bergren's bonus is determined in the
same manner described above for the executive officers.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Under Section 162(m) of the Internal Revenue Code, the Company is precluded
from deducting compensation in excess of $1 million per year paid to each of the
Named Executive Officers. Qualified performance-based compensation is excluded
from this deduction limitation if certain requirements are met. The Plan is
designed to permit (but not require) the Committee to grant awards that will
qualify as performance-based compensation that is excluded from the limitation
in Section 162(m). The Committee believes that Section 162(m) should not cause
the Company to be denied a deduction for fiscal year 2002 compensation paid to
the Named Executive Officers. The Committee will work to structure components of
its executive compensation package to achieve maximum deductibility under
Section 162(m) while at the same time considering the goals of its executive
compensation policies.
The Committee believes its compensation policies and programs for executive
officers and the Chief Executive Officer effectively tie executive compensation
to the Company's performance and value creation for the shareholders.
THE COMPENSATION COMMITTEE
Mark F.C. Berner (Chairman)
Jack A. Staph
Dennis S. Bookshester
Laura H. Pomerantz
15
STOCK PRICE PERFORMANCE
The following graph depicts the value of $100 invested in Elder-Beerman
Common Stock beginning February 17, 1998 (the first trading day of the Common
Stock) through January 31, 2003 (the last trading day of the Company's 2002
fiscal year). Comparisons are made to:
1. The Standard & Poor's SmallCap 600 Index, a market-value weighted index
of 600 domestic companies with an average equity market value of
approximately $400 million, and
2. A Regional Department Store Peer Group, consisting of The Bon-Ton
Stores, Inc., Goody's Family Clothing, Inc. and Gottschalks Inc. The
return for this group was calculated assuming an equal dollar amount was
invested in each retailer's stock based on closing prices as of February
17, 1998. Jacobson Stores Inc. has been deleted from this year's index
since it is currently being liquidated and no longer trades on any
exchange. No other changes in the peer group index were made since last
year.
[ELDER-BEERMAN LINE GRAPH]
<Table>
<Caption>
REGIONAL
S&P DEPARTMENT
SMALLCAP STORE PEER
FISCAL YEAR END EBSC 600 INDEX GROUP INDEX
- --------------- --------- ---------- -----------
February 17, 1998.................................. 100 100 100
1998............................................... 54 93 57
1999............................................... 30 103 36
2000............................................... 18 120 31
2001............................................... 16 123 19
2002............................................... 16 100 18
</Table>
16
CERTAIN TRANSACTIONS
In fiscal year 2002, Mr. Tomechko participated in a relocation program that
was offered by the Company to executive officers and other key employees who
relocated at the request of the Company. Under the program, a third-party
relocation service purchased Mr. Tomechko's former residence in Minnesota,
pursuant to an agreement dated July 16, 2002, at its appraised value of
$595,000. The Company advanced the funds to the relocation service for the
purchase on July 29, 2002 and was reimbursed the funds on August 1, 2002, less
costs of $39,296 associated with the transaction.
John S. Lupo served as Executive Vice President Merchandising & Marketing
from August 19, 2001 to October 31, 2002. His services were made available to
the Company under an agreement between the Company and Renaissance Partners,
LLP. The Company paid to Renaissance Partners a total of $369,000 in fiscal year
2002.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than ten percent of the Company's
common stock to file reports of beneficial ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission. The Securities and Exchange Commission
requires this group to furnish us with copies of all such filings.
Based upon the Company's review of such forms and written representations
from directors and executive officers that no other reports were required, Elder
Beerman is unaware of any instances of noncompliance, or late compliance, with
such filings by its directors, executive officers or 10 percent shareholders.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls.
The Board of Directors of the Company adopted a written Audit Committee
Charter. All members of the Audit Committee are independent as defined in Rule
4200(a)(15) of The Nasdaq Stock Market's listing standards.
The Audit Committee has reviewed and discussed with the Company's
management and Deloitte & Touche LLP ("Deloitte & Touche"), the Company's
independent auditors, the audited financial statements of the Company contained
in the Company's Annual Report to Shareholders for the year ended February 1,
2003. The Audit Committee has also discussed with the Company's independent
auditors the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, Communication with Audit
Committees).
The Audit Committee has received and reviewed the written disclosures and
the letter from Deloitte & Touche required by Independence Standards Board
Standard No. 1 (titled, "Independence Discussions with Audit Committees"), and
has discussed with Deloitte & Touche their independence. The Audit Committee has
also considered whether the provision of certain other non-audit services to the
Company by Deloitte & Touche is compatible with maintaining their independence.
17
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 2003, filed with the U.S. Securities and Exchange Commission.
THE AUDIT & FINANCE COMMITTEE
Thomas J. Noonan, Jr. (Chairman)
Dennis S. Bookshester
Eugene I. Davis
Charles Macaluso
Charles H. Turner
AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended February 1, 2003, and for the reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q for that
fiscal year were $271,605.
FINANCIAL INFORMATION DESIGN AND IMPLEMENTATION FEES
There were no professional services rendered by Deloitte & Touche for the
fiscal year ended February 1, 2003 relating to financial information systems
design and implementation.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche for services rendered to the
Company, other than services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees", for the fiscal year ended
February 1, 2003 were $36,240 for audit related services.
The Audit Committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.
INDEPENDENT AUDITORS
In May, 2002, Deloitte & Touche was appointed by the Board of Directors of
the Company, on the recommendation of the Audit and Finance Committee, as the
Company's independent auditors for the fiscal year ended February 1, 2003. On
March 5, 2003, the Board of Directors reappointed Deloitte & Touche as the
Company's independent auditors for the fiscal year ending January 31, 2004.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they so desire.
They are expected to be available to respond to proper questions regarding the
independent auditors' responsibilities.
SHAREHOLDER PROPOSALS
If you intend to submit a proposal for inclusion in the Company's proxy
statement and form of proxy for the next Annual Meeting of Shareholders, the
Company must receive the proposal at 3155 El-Bee Road, Dayton, Ohio 45439,
Attention: Corporate Secretary, on or before January 9, 2004. The 2004 Annual
Meeting of Shareholders is presently scheduled to be held on June 3, 2004.
For any proposal that is not submitted for inclusion in next year's proxy
statement, but is instead sought to be presented directly by a shareholder at
the 2004 Annual Meeting, management will be able to vote proxies in its
discretion if the Company: (i) receives notice of the proposal before the close
of business on March 25, 2004 and advises shareholders in the 2004 proxy
statement about the nature of the matter and how management intends to vote on
such matter or (ii) does not receive notice of the proposal before the close of
business on March 25, 2004.
18
The Company's Regulations, which are available upon request to the
Corporate Secretary, provide that a shareholder may only bring an item of
business before an annual meeting of shareholders or nominate candidates for
election as directors at an annual meeting if the shareholder sends a notice of
the item of business or nomination to the Corporate Secretary not fewer than 45
days nor more than 90 calendar days prior to the meeting date. Such notice is
required to contain certain information specified in the Regulations. Any such
shareholder notice in connection with items of business or nominations to
considered at the 2004 Annual Meeting must be received by the Corporate
Secretary between March 5, 2004 and April 20, 2004. This advance notice period
is intended to allow all shareholders to have an opportunity to consider item of
business or nominees expected to be considered at the meeting.
All submissions to, or requests from, the Corporate Secretary should be
sent to The Elder-Beerman Stores Corp., 3155 El-Bee Road, Dayton, Ohio 45439.
OTHER MATTERS
The Board of Directors knows of no other matters that are likely to be
brought before the Annual Meeting, but if other matters do properly come before
the meeting, the persons named in the enclosed proxy, or their substitutes, will
vote the proxy in accordance with their best judgment.
The Company's 2002 Annual Report, including financial statements, has been
mailed along with this Proxy Statement.
------------------------
It is important that your proxy cards be returned promptly. If you do not
plan to attend the Annual Meeting, we urge you to fill out, date and mail the
enclosed proxy card in the enclosed envelope, which requires no postage if
mailed in the United States.
19
[ELDER-BEERMAN LOGO]
Mark, sign and date your proxy card, detach and return the bottom half in the
postage paid envelope we have provided or return it to THE ELDER-BEERMAN STORES
CORP., c/o Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873.
- PLEASE DETACH HERE -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
1. Election of directors: 01 Byron L. Bergren 06 Steven C. Mason [ ] Vote FOR [ ] Vote WITHHELD
02 Mark F. C. Berner 07 Thomas J. Noonan, Jr. all nominees from all nominees
03 Dennis S. Bookshester 08 Laura H. Pomerantz (except as marked)
04 Eugene I. Davis 09 Jack A. Staph
05 Charles Macaluso 10 Charles H. Turner
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDICATED NOMINEE,
WRITE, THE NUMBER(S) OF THE NOMINEE(S)
IN THE BOX PROVIDED TO THE RIGHT.) --------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR ALL NOMINEES.
Address change? Mark Box [ ] Attending the Annual Meeting? Mark Box [ ]
Indicate changes below:
Date
------------------------------------
Signature(s) in Box
Please sign exactly as your name(s)
appear on proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority.
Corporations should provide full name of
corporation and title of authorized
officer signing the proxy.
[ELDER-BEERMAN LOGO]
THE ELDER-BEERMAN STORES CORP.
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY JUNE 5, 2003
8:00 A.M. EDT
DAYTON MARRIOTT HOTEL
1414 SOUTH PATTERSON BOULEVARD
DAYTON, OHIO 45409
THE ELDER-BEERMAN STORES CORP.
3155 EL-BEE ROAD, DAYTON, OHIO 45439 PROXY
- --------------------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on June 5, 2003.
The shares of stock you hold in your account will be voted as you specify on
this card.
If no choice is specified, the proxy will be voted "FOR" all director nominees.
By signing the proxy, you revoke all prior proxies and appoint Edward A.
Tomechko and Steven D. Lipton with full power of substitution, to vote your
shares on matters shown on the reverse side and any other matters that may come
before the Annual Meeting and all adjournments.
See reverse for voting instructions.