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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: The Elder-Beerman Stores Corp.
Title of Class of Securities: Common Stock
CUSIP Number: 284470101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
October 6, 1999
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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).
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CUSIP No. 284470101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
838,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
838,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
838,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.4%
14. Type of Reporting Person
IN
3
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Item 1. Security and Issuer
This statement relates to the Common Stock (the
"Shares") of The Elder-Beerman Stores Corp. (the "Issuer"). The
Issuer's principal executive office is located at 3155 El-Bee
Road, Dayton, Ohio 45439.
Item 2. Identity and Background
This statement is being filed on behalf of James D.
Bennett. Mr. Bennett's principal office is located at 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, Connecticut
06901. The principal business of Mr. Bennett is to act as an
investment manager.
Mr. Bennett has not, during the last five years, been
convicted in any criminal proceeding. Mr. Bennett has not,
during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
Mr. Bennett is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett is deemed to
beneficially own 838,500 Shares. The Shares which Mr. Bennett is
deemed to benefically own are held on behalf of certain
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investment entities over which Mr. Bennett has investment
discretion. The 838,500 Shares were purchased in open market
transactions at an aggregate cost of $6,026,568. The funds for
the purchase of the Shares came from each investment entitity's
own funds. No leverage was used to purchase any of the Shares.
Item 4. Purpose of Transaction
The Shares beneficially owned by Mr. Bennett were
acquired for investment purposes. Mr. Bennett may acquire
additional Shares, dispose of all or some of the Shares from
time to time, in each case in open market transactions,
block sales or purchases or otherwise, or may continue to
hold the Shares.
Mr. Bennett has communicated and intends to
continue communicating with management and shareholders of
the Issuer to: discuss company business, make proposals
including a proposal that the company tender for a
significant portion of its shares and/or take other actions
with respect to the company should he deem such actions
appropriate.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is deemed to be
the beneficial owner of 838,500 Shares of the Issuer. Based
on the Issuer's latest 10-Q, there were a total of
15,550,993 Shares outstanding as of September 9, 1999.
Therefore, Mr. Bennett is deemed to beneficially own 5.4% of
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the outstanding Shares. Mr. Bennett has the shared power to
vote, direct the vote, dispose of or direct the disposition
of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Mr. Bennett does not have any contract,
arrangement, understanding or relationship with any person
with respect to the Shares.
Item 7. Material to be Filed as Exhibits
1. A description of the transactions in the Shares
that were effected by Mr. Bennett in the 60 days preceeding
October 6, 1999 is filed herewith as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ James D. Bennett
James D. Bennett
Date: October 15, 1999
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75252000.BD3
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Exhibit A
Schedule of Transactions
Shares Purchased Price
Date or (Sold) Per Share
8/16/99 5,500 $5.79
8/23/99 10,000 7.63
8/23/99 35,000 7.6735
8/24/99 (14,800) 8.1644
9/3/99 5,000 7.295
9/29/99 105,000 6.563
10/5/99 5,000 6.045
10/7/99 76,600 6.313
75252000.BD3
