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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE ELDER-BEERMAN CORP.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
284470101
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(CUSIP Number)
James D. Bennett, Bennett Management Corporation
2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901
(203) 353-3101
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 25, 2000
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(Date of Event which Requires Filing of this Statement)
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(e), 13d-1(f) or 13d-1(g), check the following
box: [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
disclosures provided in a prior cover page.
The information required on 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 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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SCHEDULE 13D
CUSIP No. 284470101 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James D. Bennett
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE
VOTING
POWER
None
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED
VOTING
POWER
1,011,200/1/
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9 SOLE
DISPOSITIVE POWER
None
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10 SHARED
DISPOSITIVE POWER
1,011,200/1/
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,200/1/
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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)
6.78%
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14 TYPE OF REPORTING PERSON*
IN
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/1/ James D. Bennett ("Mr. Bennett") shares beneficial ownership of as well as
voting and dispositive power with respect to 586,377 of the shares with Bennett
Restructuring Fund, L.P. Mr. Bennett shares beneficial ownership of as well as
voting and dispositive power with respect to 424,823 of the shares with Bennett
Offshore Restructuring Fund, Inc.
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, no par value (the "Common Stock"), of The Elder-Beerman Stores
Corp., an Ohio corporation (the "Company"). The principal executive offices of
the Company are located at 3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background.
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James D. Bennett is a citizen of the United States of America. Mr.
Bennett's principal office is located at:
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Mr. Bennett has not been convicted in any criminal proceeding during the last
five years, has not 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.
Bennett Restructuring Fund, L.P. ("BRF") is a Delaware limited partnership. The
general partner of BRF is Restructuring Capital Associates, L.P., a Delaware
limited partnership ("RCA"). The general partner of RCA is Bennett Capital
Corporation ("BCC"), a Delaware corporation. James D. Bennett is the President
and a director of BCC.
The principal business address of each of BRF, RCA and BCC is:
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Bennett Offshore Restructuring Fund, Inc. ("BORF") is a Cayman Islands exempted
company. James D. Bennett is a director of BORF. The principal business
address of BORF is:
P.O. Box 2003 GT
Grand Pavilion Commercial Centre
Bougainvillea Way
802 West Bay Road
Grand Cayman, Cayman Islands
BRF, RCA, BORF and BCC are each involved in the business of investment
management.
Item 3. Source and Amount of Funds or Other Consideration.
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586,377 of the shares of Common Stock were purchased by BRF in open
market transactions at an aggregate cost of $4,076,554. 424,823 of the shares of
Common Stock were purchased by BORF in open market transactions at an aggregate
cost of $2,935,293. The funds for all purchases of Common Stock made by BRF or
BORF, respectively, came from such entity's own funds. No leverage was used to
purchase any of the Common Stock.
Item 4. Purpose of Transaction.
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The shares of Common Stock beneficially owned by Mr. Bennett were
acquired for investment purposes. Mr. Bennett, BRF and/or BORF 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.
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By letter dated February 25, 2000, Mr. Bennett expressed his concerns to
the Company regarding the Company's failure to maximize shareholder value and
has requested a response from the Company as to the course of action the Company
intends to take to address this issue. A copy of this letter is attached as
Exhibit A.
Mr. Bennett is aware from the filings of other significant stockholders
of the Company made with the Securities and Exchange Commission on Form 13D that
other stockholders of the Company are also unhappy with the Company's failure to
maximize shareholder value. Mr. Bennett has communicated and intends to continue
communicating with management and other stockholders of the Company to discuss
Company business, to make proposals, including proposals that the Company tender
for a significant portion of its shares, put itself up for sale to the highest
bidder, make certain changes with respect to its Board of Directors and/or
management in order to enhance shareholder value and/or take other actions with
respect to the Company as he may deem appropriate.
In the event that Mr. Bennett does not receive a response from the
Company as to how it intends to enhance and maximize shareholder value, Mr.
Bennett may take certain actions to implement this goal which include but may
not be limited to (i) influencing the management and board of the Company; (ii)
soliciting proxies for the election of directors acceptable to Mr. Bennett at
the Company's next annual meeting; (iii) soliciting bids for the sale of the
Company or otherwise causing the Company to become privately owned; or (iv)
pursuing certain claims against the Company's management and directors.
Item 5. Interest in Securities of the Issuer.
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As of February 25, 2000, Mr. Bennett is deemed to beneficially own
1,011,200 shares of Common Stock. Mr. Bennett shares beneficial ownership and
voting and dispositive power with respect to 586,377 of the shares with BRF.
BRF is the record owner of such shares. Mr. Bennett shares beneficial ownership
of and voting and dispositive power with respect to 424,823 of the shares with
BORF. BORF is the record owner of such shares. Based on the issuer's latest
Form 10-Q, there was a total of 14,922,221 shares of Common Stock outstanding as
of December 8, 1999. Therefore, Mr. Bennett is deemed to beneficially own 6.78%
of the issued and outstanding shares of the Company's Common Stock. BRF and
BORF have purchased a total of 40,000 shares of Common Stock since the filing of
Mr. Bennett's last Amendment to this Schedule 13D. Schedule I to this 13D
filing provides certain information with respect to those purchases.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
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Securities of the Issuer.
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No Change.
Item 7. Material to be Filed as Exhibits.
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1. Letter from Mr. Bennett to the Company dated February 25, 2000
2. Schedule I
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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.
Date: February 25, 2000
/s/ James D. Bennett
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James D. Bennett
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EXHIBIT A
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Bennett Management Corporation
2 Stamford Plaza, Suite 1501
281 Tresser Blvd.
Stamford, CT 06901
Phone: (203) 353-3101
Fax: (203) 353-3113
February 25, 2000
Frederick J. Mershad
Chairman & CEO
Elder-Beerman Stores Corp.
3155 Elbee Road
Dayton, Ohio 45439
Dear Sirs:
Bennett Management Corporation has become aware of the filing this
week by PPM America, Inc. and its affiliates ("PPM") of an amendment to its
Schedule 13D in which PPM expressed its concern over the failure by Elder-
Beerman Stores Corp. (the "Company") to maximize shareholder value. We are
writing to inform you that (i) we concur with the views expressed by PPM in its
filing, (ii) we also request a concrete response from the Company regarding the
steps the Company intends to take to maximize shareholder value and (iii) in the
absence of a satisfactory response from the Company, we are also prepared to
take any and all action, similar to that specified by PPM, to implement the goal
of maximizing shareholder value.
Very truly yours,
/s/ James D. Bennett
James D. Bennett
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SCHEDULE I
ELDER BEERMAN STOCK PURCHASES
OF BRF AND BORF SINCE THE DATE OF
THE FILING OF MR. BENNETT'S LAST
AMENDMENT TO THIS SCHEDULE 13D
Date Quantity Purchased Trade Amount Cost per Share
12/29/99 15,000 78,050.00 5.2033
12/30/99 20,000 105,450.00 5.2725
12/31/99 5,000 25,150.00 5.0300
