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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 10(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______)
The Elder-Beerman Stores Corp
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(Name of Subject Company (Issuer))
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Common Stock, without par value
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(Title of Classes of Securities)
284470101
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(CUSIP Number of Class of Securities)
Scott J. Davido, Executive Vice President -
Chief Financial Officer, Treasurer and Secretary
3155 El-Bee Road
Dayton, Ohio 45439
(937)296-2700
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(Name, Address and Telephone Numbers of Person
Authorized to receive Notices and Communications on Behalf
of Filing Persons)
CALCULATION OF FILING FEE
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Transaction
Valuation* Amount of Filing Fee*
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
Not required in connection with this filing which contains
solely preliminary communications made before the
commencement of a tender offer.
[ ] Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: ______________ Filing Party: ________________
Form or Registration No.: ____________ Date Filed: __________________
[x] Check the box if the filing relates solely to
preliminary communications made before the
commencement of a tender offer.
The press release announcing the transaction is attached hereto.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
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NEWS
RELEASE
[Elder-Beerman Logo]
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3155 El-Bee Rd. - Box 1448 - Dayton, OH 45401-1448 - 937-296-2700 -
FAX 937-296-4625
FOR MORE INFORMATION:
FOR IMMEDIATE RELEASE Scott J. Davido
Executive Vice President,
Chief Financial Officer
(937) 296-2683
ELDER-BEERMAN ANNOUNCES SELF-TENDER
OFFER FOR SHARES
DAYTON, OHIO, AUGUST 29, 2000 - The Elder-Beerman Stores Corp. (NASDAQ:
EBSC) today announced that it intends to commence a tender offer for up to
3,333,333 shares of its common stock, representing approximately 22% of its
currently outstanding shares. Under the terms of the offer, the Company will
offer to purchase the shares at prices not greater than $6.00 nor less than
$4.50.
Frederick J. Mershad, chairman and chief executive officer, said, "By
providing investors with a near-term alternative to realize above-market value
for their Elder-Beerman shares, the self-tender is the perfect complement to the
long-term strategy that we unveiled earlier this month. Elder-Beerman's
three-part strategic plan is designed to reinforce its position as the
department store of choice in secondary markets in the Midwest. We are confident
that shifting the company's merchandise mix to emphasize more opening price and
moderate price value driven assortments, as well as accelerating the rollout of
our successful, newly developed concept stores, will enhance long-term value for
our shareholders."
Elder-Beerman will determine a single per share purchase price, net to
the seller in cash, without interest, that it will pay for validly tendered
shares, taking into account the number of shares tendered and the prices
specified by tendering shareholders. Elder-Beerman will select the lowest
purchase price that will allow it to purchase 3,333,333 shares or, if a lesser
number of shares are validly tendered, all shares that are validly tendered and
not withdrawn.
(more)
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ELDER-BEERMAN ANNOUNCES SELF-TENDER . . . PAGE 2
Elder-Beerman will pay the purchase price for all shares validly
tendered at prices at or below the purchase price and not withdrawn, subject to
proration. Elder-Beerman reserves the right, in its sole discretion, to purchase
more than 3,333,333 shares pursuant to the offer. The tender offer will not be
conditioned on any minimum number of shares being tendered.
The tender offer is expected to begin on September 7, 2000, or as soon
as possible after commencement, and will expire twenty business days thereafter,
unless extended by the Company.
Wasserstein Perella & Co. will act as Dealer-Manager, and Morrow & Co.
will be the Information Agent.
Elder-Beerman's Board of Directors has approved this tender offer.
However, neither the Board of Directors of Elder-Beerman, the Dealer Manager or
the Information Agent is making any recommendation to shareholders as to whether
they should tender any shares pursuant to the offer. Each shareholder must make
his or its own decision whether to tender shares and, if so, how many shares.
SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS
THAT THE COMPANY WILL BE SENDING OUT SHORTLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS OF THE OFFER. AFTER THEY ARE
FILED, SHAREHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FREE
AT THE SEC'S WEB SITE AT WWW.SEC.GOV OR FROM MORROW & CO. AT 1-800-566-9061.
SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE OFFER.
The nation's ninth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 60
department stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky,
Wisconsin and Pennsylvania. Elder-Beerman also operates two furniture
superstores. The company has announced it will open three new concept stores in
2000.
This press release contains "forward-looking statements," which are identified
by words such as "expects," "intends," and variations of such words and similar
expressions. Because forward-looking statements are based on a number of
beliefs, estimates and assumptions by management that could ultimately prove
inaccurate, there is no assurance that forward-looking statements will prove to
be accurate. Many factors could
(more)
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ELDER-BEERMAN ANNOUNCES SELF-TENDER . . . PAGE 3
cause Elder-Beerman to delay or modify its self-tender offer, including the
following: changes in its stock price; changes in operating results; the
continued availability and terms of financing; and other general economic
conditions that affect retail operations and sales, such as 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 merchandising strategies, advertising, marketing and
promotional programs; the ability of the company to achieve its expense cutting
initiatives; the timing and effectiveness of new store openings; the growing
impact of electronic commerce; 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; inflation and interest
rates and the condition of the capital markets.
Elder-Beerman undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
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