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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 1998
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The Elder-Beerman Stores Corp.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-02788 31-0271980
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3155 El-Bee Road, Dayton, Ohio 45439
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (937) 296-2700
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On January 29, 1998, the Board of Directors (the "Board") of
The Elder-Beerman Stores Corp. (the "Company") authorized an increase in the
size of the Board to nine members and elected Laura H. Pomerantz to fill the
resulting vacancy. The election of Ms. Pomerantz concludes the Board selection
process.
Separately, the Board also approved a purchase price of $60.00
per one one-hundredth of a new series of Class A Preferred Stock, subject to
adjustment, for the Rights issued pursuant to the Rights Agreement (the "Rights
Agreement") between the Company and Norwest Bank Minnesota, N.A., as Rights
Agent. The Rights Agreement was adopted on December 30, 1997, pursuant to
confirmation of the Company's plan of reorganization.
Copies of the Rights Agreement, and the related summary of
Rights which is attached as Exhibit C to the Rights Agreement, are available
free of charge from the Company.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits.
99.2 Press release, dated January 30, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
THE ELDER-BEERMAN STORES CORP.
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: Senior Vice President, General Counsel
and Secretary
Dated February 2, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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99.2 Press release, dated January 30, 1998
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Exhibit 99.2 to Form 8-K
FOR IMMEDIATE RELEASE CONTACT:
MEDIA INQUIRIES:
Ginny Focke
Manager - Public Relations
(937) 296-7360
or
Jack Mullen
Sr. Vice President - Marketing
(937) 296-2969
INVESTOR INQUIRIES:
Perry Schiller
Sr. Vice President and Treasurer
(937) 296-4698
LAURA POMERANTZ APPOINTED TO ELDER-BEERMAN BOARD
BOARD SETS PURCHASE PRICE FOR SHAREHOLDER RIGHTS AGREEMENT
DAYTON, OHIO, January 30, 1998 -- The Elder-Beerman Stores Corp. announced today
that Laura H. Pomerantz has joined its board of directors as the ninth and final
member, concluding the board selection process.
Pomerantz is currently Senior Managing Director of Newmark & Co. Real
Estate Inc., a full service commercial real estate firm based in New York.
Prior to joining Newmark & Co., Pomerantz was Executive Vice President
and a member of the board of directors of The Leslie Fay Companies, Inc. During
her more than 18 years with Leslie Fay, she also served as President of personal
sportswear, Chairman of Breckenridge, Chairman of the Theo Miles division, and
in supervising capacities of other divisions including Castleberry Knits,
Outlander, Nipon and Mary Ann Restivo.
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ELDER-BEERMAN NAMES POMERANTZ TO BOARD / P. 2
"Elder-Beerman is fortunate to have found an executive of this caliber
to round out our board," said Frederick J. Mershad, Chairman and Chief Executive
Officer of Elder-Beerman, "Elder-Beerman's board is a well-balanced group of
individuals possessing a wealth of knowledge and experience. We look forward to
their contributions and guidance."
Pomerantz fills the slot previously announced as designated for Sheli
Z. Rosenberg of Equity Group Investment, Inc. Rosenberg was a prospective board
candidate who declined the invitation to serve prior to the company's emergence
from Chapter 11 on December 30, 1997.
Elder-Beerman's new board is comprised of:
- FREDERICK J. MERSHAD, Chairman and Chief Executive Officer,
The Elder-Beerman Stores Corp.
- JOHN A. MUSKOVICH, President, Chief Operating Officer and
Chief Financial Officer, The Elder-Beerman Stores Corp.
- STEVEN C. MASON, retired Chairman and Chief Executive Officer,
Mead Corp.
- STEWART M. KASEN, retired Chairman and Chief Executive
Officer, Best Products Co., Inc.
- THOMAS J. NOONAN, JR., Executive Vice President, Herman's
Sporting Goods.
- BERNARD OLSOFF, retired President and Chief Executive Officer,
Frederick Atkins, Inc.
- LAURA H. POMERANTZ, Senior Managing Director, Newmark & Co.
Real Estate, Inc.
- JACK A. STAPH, Private Investor, Private Practice of Law and
former Senior Vice President, Secretary and General Counsel,
Revco D.S., Inc.
- JOHN J. WEISNER, retired Chairman, President and Chief
Executive Officer, C.R. Anthony Co.
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ELDER-BEERMAN NAMES POMERANTZ TO BOARD / P. 3
Elder-Beerman also announced today that its board of directors
established a purchase price of $60.00 for the share purchase rights issued
pursuant to the company's shareholder rights agreement. The rights agreement was
adopted on December 30, 1997, pursuant to the confirmation of the company's plan
of reorganization. As confirmed, the rights agreement provided that the
company's board of directors would establish the purchase price for the rights
at its first regular meeting following December 30, 1997.
The Elder-Beerman Stores Corp. is a leading regional department store
company headquartered in Dayton, Ohio. Annual sales in fiscal 1996 were $597.0
million. Elder-Beerman operates 48 department stores in Ohio, Indiana,
Illinois, Michigan, Wisconsin, Kentucky and West Virginia. The company's Bee-Gee
shoe division operates 61 El-Bee and Shoebilee! shoe stores in seven states.
Elder-Beerman also operates two furniture superstores.
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