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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
ELDER BEERMAN STORES CORPORATION
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
284 470 101
-----------
(CUSIP NUMBER)
12/31/98
--------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 284-470-101 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY)
Whippoorwill Associates, Inc. 13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 829,034
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH -0-
8 SHARED DISPOSITIVE POWER
829,034
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,034
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12 TYPE OF REPORTING PERSON*
IA; CO
<PAGE>
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") is being filed by
Whippoorwill Associates, Inc ("Whippoorwill") and relates to the Common
Stock, no par value per share (the "Common Stock"), of Elder Beerman
Stores Corporation (the "Issuer"). Whippoorwill is a registered investment
adviser and has discretionary authority with respect to the investments of,
and acts as agent for, its clients. The Common Stock reported in this
Statement as beneficially owned by Whippoorwill as of December 31, 1998 is
held in Whippoorwill's client accounts and the filing of this Statement
shall not be construed as an admission that Whippoorwill is, for purposes
of Section 13 of the Act, the beneficial owner of such securities.
ITEM 1.
(a) Name of Issuer: Elder Beerman Stores Corporation
(b) Address of Issuer's Principal Executive Offices:
3155 El Bee Road
Dayton, Ohio 45439
ITEM 2.
(a) Name of Person Filing: Whippoorwill Associates, Inc.
(b) Address of Principal Business Office or, if none, Residence:
11 Martine Avenue
White Plains, New York 10606
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock, no par value
(e) CUSIP Number: 284-470-101
ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b) (1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
<PAGE>
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 829,034 shares
(b) Percent of class: 5.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 829,034
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of:
829,034
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Clients of Whippoorwill have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from
the sale of, the Common Stock reported as benefically owned by
Whippoorwill. No client account of Whippoorwill holds more
than 5% of the Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
2/16/99
----------------------
Date
/s/ David Strumwasser
----------------------
Signature
David Strumwasser/Managing Director
-----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Section 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
