UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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THE ELDER-BEERMAN STORES CORP.
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
284 470-10-1
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(CUSIP Number)
David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607
360-604-8600
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
8/3/00
-------------------------------
(Date of Event which Requires
Filing of this Statement)
*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).
1 of 12
<PAGE>
SCHEDULE 13D
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CUSIP No. 284 470-10-1 Page 2 of 12
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The D3 Family Fund, L.P. (David Nierenberg is President of the General
Partner, which is Nierenberg Investment Management Company.)
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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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
Washington
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7) SOLE VOTING POWER
NUMBER OF
820,500 common shares (5.5%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
820,500
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 900,000 shares (6.0%)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14) TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 284 470-10-1 Page 3 of 12
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Haredale, Ltd.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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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
The Bahamas
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7) SOLE VOTING POWER
NUMBER OF
20,000 common shares (0.1%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
20,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 900,000 shares (6.0%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 284 470-10-1 Page 4 of 12
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Henry Hildebrandt
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
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
Canada
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7) SOLE VOTING POWER
NUMBER OF
6,500 common shares (0.0%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
6,500
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 900,000 shares (6.0%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
------------
CUSIP No. 284 470-10-1 Page 5 of 12
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Toxford Corporation
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
--------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
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
Channel Islands, British Isles
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7) SOLE VOTING POWER
NUMBER OF
3,000 common shares (0.0%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
3,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 900,000 shares (6.0%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 284 470-10-1 Page 6 of 12
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Nierenberg Family 1993 Trust
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY
--------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
--------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
50,000 common shares (0.3%)
SHARES --------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 0
--------------------------------------------------
EACH
9) SOLE DISPOSITIVE POWER
REPORTING
50,000
PERSON --------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Aggregate amount owned is 900,000 shares (6.0%)
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
OO
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<PAGE>
Page 7 of 12
Item 1. Security and Issuer
Common stock of The Elder-Beerman Stores Corp. (EBSC),
3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background
The D3 Family Fund, L.P., a Washington State partnership, whose
principal business is investing in the equities of undervalued
public micro-cap companies. Located at 19605 N.E. 8th St., Camas,
Washington 98607. No convictions or administrative proceedings as
described in Item 2(d) and (e).
Item 3. Source and Amount of Funds or Other Consideration
Source of funds is money invested in the partnership by its limited
partners. Aggregate amount invested in EBSC shares purchased by
the partnership is $4,787,989.
Item 4. Purpose of Transaction
We intend to vote all of our shares in favor of the four directors
nominated in the company's amended proxy statement of July 31, 2000 and
in favor of all of the resolutions contained therein. But our
impatience with the company's lagging operating, financial, and stock
performance continues.
Therefore we have sent the attached letter to the company's board of
directors today, calling on them to do five things to maximize
shareholder value:
1. To resume and expand the company's share repurchase program.
2. To require all insiders to buy and hold meaningful amounts of the
company's stock.
3. To separate the positions of Chairman of the Board and CEO.
4. To hinge all senior management incentive compensation on sharp
improvement in the company's operating, financial, and stock
performance.
5. To replace the current CEO and the CFO immediately.
If not satisfied with the company's performance in meeting these goals,
D3 will seek to unseat all remaining pro-management directors at the
company's 2001 annual meeting.
Item 5. Interest in Securities of the Issuer
(a,b) D3 owns, and has sole voting and dispositive power over, 820,500
common shares of EBSC (5.5%). In addition, 29,500 more common shares of
EBSC are owned by three foreign investors whose funds are managed by
Mr. Nierenberg: Haredale, a Bahamian corporation which owns 20,000
shares; James Henry Hildebrandt, a Canadian citizen who owns 6,500
shares; and Toxford Corporation, a Channel Islands corporation which
owns 3,000 shares. In addition, The Nierenberg Family 1993 Trust, of
which Mr. Nierenberg is trustee, owns 50,000 EBSC shares.
(c) No transactions during the last 60 days.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A for D3.
Item 7. Material to be Filed as Exhibits
Copy of Letter to Elder-Beerman Stores Corporation dated August 3,
2000.
<PAGE>
Page 8 of 12
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.
August 4, 2000 DAVID NIERENBERG
------------------ ------------------------------------
Date David Nierenberg
President
Nierenberg Investment Management
Company, Inc., the General Partner
Of The D3 Family Fund, L.P.
<PAGE>
Page 9 of 12
Item 1. Security and Issuer
Common stock of The Elder-Beerman Stores Corp. (EBSC),
3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background
(a) Haredale Ltd., a Bahamian corporation.
(b) P.O. Box N-4465, Nassau, New Providence, The Bahamas.
(c) Haredale is in the investment business at the address above.
(d) None
(e) None
(f) The Bahamas.
Item 3. Source and Amount of Funds or Other Consideration
Haredale owns, and Mr. Nierenberg has sole voting and dispositive
power over, its 20,000 shares.
Item 4. Purpose of Transaction
Same as Item 4 on Page 7.
Item 5. Interest in Securities of the Issuer
(a,b) Haredale owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 20,000 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Haredale pays Mr. Nierenberg an annual management fee and a share
of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
Copy of Letter to Elder-Beerman Stores Corporation dated August 3,
2000.
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.
August 4, 2000 DAVID NIERENBERG
------------------ ------------------------------------
Date David Nierenberg
Authorized to trade for
Haredale, Ltd.
<PAGE>
Page 10 of 12
Item 1. Security and Issuer
Common stock of The Elder-Beerman Stores Corp. (EBSC),
3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background
(a) James Henry Hildebrandt, an individual who is a citizen of Canada,
resident in Hong Kong.
(b) c/o Bain & Company, 33rd Floor The Center, 99 Queen's Road Central
Hong Kong.
(c) Mr. Hildebrandt is in the management consulting business.
(d) None
(e) None
(f) Canada
Item 3. Source and Amount of Funds or Other Consideration
Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and
dispositive power over, his 6,500 shares.
Item 4. Purpose of Transaction
Same as Item 4 on Page 7.
Item 5. Interest in Securities of the Issuer
(a,b) Mr. Hildebrandt owns, and Mr. Nierenberg has sole voting and
dispositive power over, his 6,500 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Mr. Hildebrandt pays Mr. Nierenberg an annual management fee and a
share of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
Copy of Letter to Elder-Beerman Stores Corporation dated August 3,
2000.
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.
August 4, 2000 DAVID NIERENBERG
------------------ ------------------------------------
Date David Nierenberg
Authorized to trade for
James Henry Hildebrandt
<PAGE>
Page 11 of 12
Item 1. Security and Issuer
Common stock of The Elder-Beerman Stores Corp. (EBSC),
3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background
(a) Toxford Corporation, a Channel Islands corporation.
(b) P.O. Box 3048, St. Andrews House, Le Bordage, St. Peter Port,
Guernsey, Channel Islands, British Isles.
(c) Toxford Corporation is in the investment business at the address
above.
(d) None
(e) None
(f) Channel Islands, British Isles.
Item 3. Source and Amount of Funds or Other Consideration
Toxford Corporation owns, and Mr. Nierenberg has sole voting and
dispositive power over, its 3,000 shares.
Item 4. Purpose of Transaction
Same as Item 4 on Page 7.
Item 5. Interest in Securities of the Issuer
(a,b) Toxford Corporation owns, and Mr. Nierenberg has sole voting
and dispositive power over, its 3,000 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Toxford Corporation pays Mr. Nierenberg an annual management fee and a
share of its net profits for his personal management of its accounts.
Item 7. Material to be Filed as Exhibits
Copy of Letter to Elder-Beerman Stores Corporation dated August 3,
2000.
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.
August 4, 2000 DAVID NIERENBERG
------------------ ------------------------------------
Date David Nierenberg
Authorized to trade for
Toxford Corporation
<PAGE>
Page 12 of 12
Item 1. Security and Issuer
Common stock of The Elder-Beerman Stores Corp. (EBSC),
3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background
(a) The Nierenberg Family 1993 Trust, a revocable trust.
(b) 19605 N.E. 8th Street, Camas, Washington 98607
(c) A Trust
(d) None
(e) None
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
Shares were purchased using bank borrowings.
Item 4. Purpose of Transaction
Same as Item 4 on Page 7.
Item 5. Interest in Securities of the Issuer
(a,b) The Nierenberg Family 1993 Trust owns, and Mr. Nierenberg has
sole voting and dispositive power over, its 50,000 shares.
(c) None
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A
Item 7. Material to be Filed as Exhibits
Copy of Letter to Elder-Beerman Stores Corporation dated August 3,
2000.
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.
August 4, 2000 DAVID NIERENBERG
------------------ ------------------------------------
Date David Nierenberg
Authorized to trade for
The Nierenberg Family 1993 Trust
<PAGE>
Exhibit - Letter to Elder-Beerman Stores Corporation
August 3, 2000
The Directors of Elder-Beerman Stores Corporation
C/o Frederick J. Mershad, Chairman and Chief Executive Officer
3155 El-Bee Rd.
Dayton, Ohio 45401
Dear Directors:
I will vote all 900,000 shares which I either control or own in favor of the
four designated board nominees and in favor of all of the resolutions contained
in your most recent amended proxy statement. I appreciate the practical spirit
which you brought to the recent negotiations with PPM and Snyder Capital.
I must inform you, however, that I and numerous other shareholders continue to
be unhappy with and impatient about the operating, financial, and stock market
performance of the company. The announcement just this morning of the
unexpectedly large loss for the second quarter is shocking and disappointing. It
has driven the share price to a new all-time low. I will continue to push to
hold you and management accountable. I am tired of management's excuses that the
department store business is a tough business. If Kohl's and Target have been
able to fashion and roll out successful business models, why can't we? It is
high time that we benchmark this company against the winners in its industry,
not against the losers.
Therefore I want you to know that I will continue to press you, and the four new
directors, for the following things:
1. Renew and enlarge the share repurchase program. It has been dormant for too
long. If doing so requires stopping Wasserstein Perella's moribund efforts
to sell the company, so be it. It is not a good time to be selling EB
anyway. Logical acquirers are distracted and the merchandise we have been
peddling is shopworn. It is inexcusable that a company with EB's cash flow
and balance sheet has not been aggressively repurchasing shares when they
have been trading at over a 70% discount from book value.
2. In the same spirit, I am troubled that none of you, other than the two
newest directors, have purchased shares for your own accounts since Fred
Mershad last bought shares in a filing reported on September 7, 1999. No
insider buying for a year! For a stock trading at more than a 70% discount
from book value and an enterprise value, excluding securitized credit card
receivables, of less than two times EBITDA! I hope you recognize how loudly
your collective silence on this subject has spoken to the capital markets
and to the outside shareholders. It expresses a stunning lack of confidence
in the management of this company, a team which you have doggedly protected
from attack from shareholders like myself. I think that each board member,
and each member of senior management, should be required to make open
market purchases of the stock and to hold the shares during their time of
service to the company. Set a number, say $50,000 worth of stock, which is
non-trivial and which will begin to make each of you as impatient as your
outside shareholders have become about the unacceptable performance of EB.
3. To improve the quality of corporate governance, I urge you to separate the
positions of Chairman and CEO by selecting someone other than Fred Mershad
to be Chairman beginning with your next board meeting.
4. Senior executive compensation should be changed so that cash bonuses, stock
options, and all other forms of incentive compensation should be driven
only by meeting MBO's for dramatic improvement in operating performance,
financial performance, and share price, especially the latter. If you were
to do this, rather than rewarding management for treading water, management
too might begin to share the impatience of your outside shareholders with
the unacceptable performance of EB.
<PAGE>
5. Finally, Fred Mershad and Scott Davido should be replaced immediately. Step
up to the plate finally and do your job as directors. Stop tolerating
management's constant excuses and stop being afraid of the devil you don't
know. Focus, instead, on what you do know: this accident prone, stumbling,
bumbling team is not up to the task. Today's shocking preannouncement is
one more example of the team's inadequacies. Their comps are terrible. They
lag industry averages consistently, even during a period of unprecedented
macro-economic prosperity. The financial results are unacceptable. The team
has no credibility with shareholders or with the Street. They cannot even
meet their own guidance. They must be replaced right away.
As far as this shareholder is concerned, unless you replace current senior
management with more capable executives, I will be back at your annual meeting
in 2001 seeking to unseat all outside directors who have continued to support
incumbent management. And if the unacceptable performance of the last several
years continues for another year, I am confident that I will win once again.
Sincerely yours,
David Nierenberg
General Partner, The D3 Family Fund, L. P.
