SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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The Elder-Beerman Stores Corp.
(Name of Subject Company)
The Elder-Beerman Stores Corp.
(Name of Person Filing Statement)
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Common Shares, no par value
(Title of Class of Securities)
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284470101
(CUSIP Number of Class of Securities)
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Steven C. Mason
The Elder-Beerman Stores Corp.
3155 El-Bee Road
Dayton, Ohio 45439
(937) 296-2700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
with copies to:
Joseph M. Rigot
Thompson Hine LLP
2000 Courthouse Plaza N.E.
Dayton, Ohio 45401
(937) 443-6586
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|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Press Release
Elder-Beerman Announces Execution of Merger Agreement
with the Bon-Ton Stores, Inc.
DAYTON, Ohio - September 16, 2003 - The Elder-Beerman Stores Corp.
(Nasdaq:EBSC) announced today that it has entered into a merger agreement
providing for the sale of the company to The Bon-Ton Stores, Inc. The merger
agreement provides that the shareholders of Elder-Beerman will receive $8.00 per
share in cash for their company shares.
Pursuant to the terms of the merger agreement with Bon-Ton, Bon-Ton
will, within the next five business days, commence a tender offer to purchase
all of the outstanding company shares, followed by a second step merger of
Elder-Beerman with a subsidiary of Bon-Ton. The completion of the tender offer
is conditioned, among other things, upon: (i) at least two-thirds of
Elder-Beerman's outstanding common shares, on a fully diluted basis, being
tendered and not withdrawn prior to the expiration date of the offer, (ii) the
proceeds of the financings under Bon-Ton's commitment letters being available to
Bon-Ton and (iii) satisfaction of applicable regulatory requirements.
Elder Beerman's independent directors approved the merger agreement
with Bon-Ton and agreed to recommend that company shareholders tender their
company shares in Bon-Ton's offer. RBC Capital Markets served as Elder-Beerman's
financial advisor in connection with the proposed tender offer and has rendered
an opinion to the company's board that, subject to the qualifications set forth
therein and as of the date the board approved the merger agreement, the cash
consideration to be paid Elder-Beerman shareholders in the offer and the merger
is fair, from a financial point of view, to the shareholders of the company.
As previously announced, on June 25, 2003, Elder-Beerman entered into a
merger agreement with Wright Holdings, Inc. In connection Elder-Beerman's
execution of its merger agreement with Bon-Ton Stores, the company terminated
its merger agreement with Wright Holdings, Inc.
The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 68
stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin
and Pennsylvania. For more information about the company see Elder-Beerman's web
site at www.Elder-Beerman.com.
The Bon-Ton Stores, Inc. operates 72 department stores in targeted
markets in Pennsylvania, New York, Maryland, New Jersey, Connecticut,
Massachusetts, New Hampshire, Vermont and West Virginia. The stores carry a
broad assortment of quality, brand-name fashion apparel and accessories for
women, men and children, as well as distinctive home furnishings.
This announcement is not a recommendation or an offer to purchase
shares of The Elder-Beerman Stores Corp. The Bon-Ton Stores Corp. has not
commenced the tender offer for shares of The Elder-Beerman Stores Corp. Upon
commencement of the tender offer for shares of common stock of The Elder-Beerman
Stores Corp., which is expected to occur on or before September 22, 2003, The
Bon-Ton Stores Corp. will file with the Securities and Exchange Commission a
tender offer statement on Schedule TO, and The Elder-Beerman Stores Corp. will
thereafter file with the Commission a solicitation/recommendation statement on
Schedule 14D-9. Elder-Beerman stockholders are advised to read Bon-Ton's tender
offer statement and Elder-Beerman 's solicitation/recommendation statement when
they are available because they will contain important information about
Elder-Beerman and Bon-Ton, the tender offer and the merger. Elder-Beerman
stockholders may obtain free copies of these statements, when available, from
the Commission's website at www.sec.gov. These documents may also be obtained
free of charge by calling investor relations at Elder-Beerman at 937/296-7339.
Contact:
The Elder-Beerman Stores Corp.
Edward Tomechko, 937-296-2683
Gloria Siegler, 937-296-7339
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