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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
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THE ELDER-BEERMAN STORES CORP.
(Name of Issuer)
THE ELDER-BEERMAN STORES CORP. (ISSUER)
(Name of Filing Person (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
284470101
(CUSIP Number of Class of Securities)
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Scott J. Davido
Executive Vice President--Chief Financial Officer,
Treasurer and Secretary
The Elder-Beerman Stores Corp.
3155 El-Bee Road
Dayton, Ohio 45439
(937) 296-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Lyle G. Ganske
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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[ ] 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 date of its filing.
Amount Previously Paid: Filing Party:
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Form or Registration No.: Date Filed:
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[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
[ ] 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.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
September 8, 2000 (the "Schedule TO") by The Elder-Beerman Stores Corp., an Ohio
corporation. The Schedule TO relates to the offer by Elder-Beerman Stores to
purchase up to 3,333,333 shares of its outstanding common stock, without par
value, including the preferred share purchase rights (the "Shares"), at a
purchase price not in excess of $6.00 nor less than $4.50 per Share, net to the
seller in cash, without interest, as specified by the shareholders tendering
their Shares, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 8, 2000 (the "Offer to Purchase"), and in the
related letter of transmittal (which, as amended or supplemented from time to
time, collectively constitute the "Offer").
The Offer to Purchase, a copy of which was previously filed with the
Schedule TO as Exhibit (a)(1)(A), is hereby amended as follows. The information
set forth in the Offer to Purchase and the related letter of transmittal is
incorporated in this Schedule TO by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO, as amended, is hereby amended by adding the
following: language:
On October 6, 2000, Elder-Beerman issued a press release announcing the
preliminary results of the offer, a copy of which is filed as Exhibit (a)(5)(C)
hereto.
ITEM 12. EXHIBITS.
*(a)(1)(A) Offer to Purchase, dated September 8, 2000
*(a)(1)(B) Letter of Transmittal
*(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
*(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
*(a)(1)(E) Notice of Guaranteed Delivery
*(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9
*(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp.
Financial Partnership Plan
*(a)(2)-(4) Not applicable
*(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000
*(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000
(a)(5)(C) Press release issued by Elder-Beerman on October 6, 2000
*(b)(1) Amended and Restated Credit Agreement, dated as of May 19, 2000,
among The Elder-Beerman Stores Corp., as Borrower and the Lenders
Party Thereto, Citibank, N.A., as Issuer and Citicorp USA, Inc.,
as Agent and Swing Loan Bank (previously filed on June 13, 2000 as
Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly
period ended April 29, 2000 and incorporated herein by reference)
(g) Not applicable
(h) Not applicable
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*previously filed
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SIGNATURE
After due 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: October 6, 2000 THE ELDER-BEERMAN STORES CORP.
By: /s/ Scott J. Davido
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Name: Scott J. Davido
Title: Executive Vice President --
Chief Financial Officer, Treasurer
and Secretary
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EXHIBIT INDEX
*(a)(1)(A) Offer to Purchase, dated September 8, 2000
*(a)(1)(B) Letter of Transmittal
*(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
*(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
*(a)(1)(E) Notice of Guaranteed Delivery
*(a)(1)(F) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9
*(a)(1)(G) Form of Letter to Participants in The Elder-Beerman Stores Corp.
Financial Partnership Plan
*(a)(2)-(4) Not applicable
*(a)(5)(A) Press release issued by Elder-Beerman on August 29, 2000
*(a)(5)(B) Press release issued by Elder-Beerman on September 8, 2000
(a)(5)(C) Press release issued by Elder-Beerman on October 6, 2000
*(b)(1) Amended and Restated Credit Agreement, dated as of May 19, 2000,
among The Elder-Beerman Stores Corp., as Borrower and the Lenders
Party Thereto, Citibank, N.A., as Issuer and Citicorp USA, Inc.,
as Agent and Swing Loan Bank (previously filed on June 13, 2000 as
Exhibit 10(e) to Elder-Beerman's Form 10-Q for the quarterly
period ended April 29, 2000 and incorporated herein by reference)
(g) Not applicable
(h) Not applicable
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*previously filed
