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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 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 11, 1998
The Elder-Beerman Stores Corp.
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(Exact name of registrant as specified in its charter)
Ohio 0-02788 31-0271980
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
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 November 11, 1998, the Directors of Elder-Beerman Stores Corp. (the
"Company") approved Amendment No. 1 (the "Amendment") dated as of November 11,
1998, to the Rights Agreement, dated as of December 30, 1997, by and between the
Company and Norwest Bank Minnesota, N.A. The Amendment provides that the Final
Expiration Date (as defined in the Rights Agreement) of the Rights Agreement
shall be January 9, 2008, which is the tenth anniversary of the Record Date (as
defined in the Rights Agreement).
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: N/A
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement, dated as of December 30,
1997, by and between the Company and Norwest
Bank Minnesota N.A., incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A, dated
November 17, 1998.
4.2 Amendment No. 1, dated as of November 11,
1998, to the Rights Agreement, dated as of
December 30, 1997, by and between the
Company and Norwest Bank Minnesota N.A.,
incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form
8-A, dated November 17, 1998.
99.1 Press Release, dated November 13, 1998.
2
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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: November 17, 1998
3
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C> <C>
4.1 Rights Agreement, dated as of December 30, 1997, by and
between the Company and Norwest Bank Minnesota N.A.,
incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A, dated
November 17, 1998.
4.2 Amendment No. 1, dated as of November 11, 1998, to the Rights
Agreement, dated as of December 30, 1997, by and between the Company
and Norwest Bank Minnesota N.A., incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form 8-A, dated November
17, 1998.
99.1 Press Release, dated November 13, 1998.
</TABLE>
4
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Exhibit 99.1
FOR IMMEDIATE RELEASE: INVESTOR INQUIRIES:
Scott J. Davido
Sr. Vice President, General Counsel
and Director of Investor Relations
(937) 296-2683
ELDER-BEERMAN BOARD EXTENDS TERM OF
SHAREHOLDER RIGHTS AGREEMENT
DAYTON, OHIO, NOVEMBER 13, 1998 -- The Elder-Beerman Stores Corp. (Nasdaq: EBSC)
announced today that its Board of Directors has extended the term of its
shareholder rights plan. With an initial term of one year, the rights agreement
allowed the Board to extend the plan for a total of ten years. As a result of
the Board action, the company's shareholder rights plan will expire on January
9, 2008. No other action was taken by the Board with respect to the rights
agreement.
According to Frederick J. Mershad, Chairman and Chief Executive
Officer of Elder-Beerman, "The Board extended the rights plan after careful
study. This extension was not in response to any pending takeover threat against
the company. Shareholder rights plans, which typically have a ten-year term, are
intended to protect a company and its shareholders from potentially unfair
takeover practices. Extending the rights agreement protects Elder-Beerman and
its shareholders by ensuring that all shareholders receive a fair price and are
treated equally in the event of a takeover."
(more)
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ELDER-BEERMAN BOARD EXTENDS TERM OF SHAREHOLDER RIGHTS AGREEMENT / p.2
The nation's eighth largest independent department store chain, The
Elder- Beerman Stores Corp. now operates 60 stores in Ohio, Indiana, West
Virginia, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania.
Headquartered in Dayton, Ohio, Elder-Beerman reported total revenues of $607.9
million and net sales from store operations of $581.4 million on an operating
base of 48 stores in 1997. The company's Bee-Gee shoe division operates 62
El-Bee and Shoebilee! shoe stores in seven states. Elder-Beerman also operates
two furniture superstores.
###
Note: This press release contains forward-looking statements that are based
on management's current beliefs, estimates and assumptions concerning the
operations, future results and prospects of Elder-Beerman and the retail
industry in general. All statements that address operating performance,
events or developments that management anticipates will occur in the
future, including statements related to future sales, profits, expenses,
income and earnings per share, or statements expressing general optimism
about future results, are forward-looking statements. In addition, words
such as "expects," "anticipates," "intends," "plans," "believes," "hopes,"
and "estimates," and variations of such words and similar expressions, are
intended to identify forward-looking statements.
The statements described in the preceding paragraph constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act
of 1933 (the "Securities Act"). Because these statements are based on a
number of beliefs, estimates and assumptions that could cause actual
results to differ materially from those in the forward-looking statements,
there is no assurance that forward-looking statements will prove to be
accurate.
Any number of factors could affect future operations and results, including
the following: increasing price and product competition; fluctuations in
consumer demand and confidence; the availability and mix of inventory;
fluctuations in costs and expenses; the effectiveness of advertising,
marketing and promotional programs; weather conditions that affect consumer
traffic in stores; the continued availability and terms of financing; the
outcome of pending and future litigation; consumer debt levels; and other
general economic conditions, such as the rate of employment, inflation and
interest rates and the performance of the capital markets. This list of
factors is not exclusive.
Forward-looking statements are subject to the safe harbors created in the
Securities Act. Elder-Beerman undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information,
future events or otherwise.
