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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
ELDER-BEERMAN STORES CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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[Elder-Beerman Logo]
NEWS RELEASE
3155 El-Bee Rd. - Box 1448 - Dayton, OH 45401-1448 - 937-296-2700
- FAX 937-296-4625
DRAFT #3
JULY 19, 2000
NOT FOR RELEASE
--------------- FOR MORE INFORMATION:
Scott J. Davido
Executive Vice President,
Chief Financial Officer
(937) 296-2683
ELDER-BEERMAN REVISES PROXY STATEMENT
TWO LARGEST SHAREHOLDERS SUPPORT COMPANY PROPOSALS REGARDING
NEW DIRECTORS AND CORPORATE GOVERNANCE
DAYTON, OHIO, JULY 20, 2000 -- The Elder-Beerman Stores Corp. (NASDAQ NM: EBSC)
today announced that it has amended its proxy statement to propose three new
director candidates for the four board positions up for election at the
company's annual meeting on August 24, 2000. Along with Dennis S. Bookshester,
who has been a director of the company since December 1999, the company's new
director nominees are Mark F. C. Berner, Eugene I. Davis and Charles H. Turner.
Elder-Beerman also announced that it is proposing changes to its corporate
governance rules pending shareholder approval at the annual meeting. Among other
changes, the company proposes to eliminate its classified board, placing all
directors up for election each year, and to lower the supermajority shareholder
approval requirements for various actions to a simple majority. The company also
will propose amendments to opt out of the Ohio Control Share Acquisition Act,
which imposes restrictions on investors who want to acquire more than 20 percent
of an Ohio company, and the Ohio Interested Shareholder Transactions Act, which
imposes restrictions on the company to enter into certain transactions with a
shareholder who owns more than ten percent of the company's outstanding shares.
(more)
<PAGE> 3
ELDER-BEERMAN REVISES PROXY STATEMENT . . . PAGE 2
Frederick J. Mershad, Chairman and Chief Executive Officer, commented, "The
changes we are proposing to our board and to our corporate governance rules have
been developed in consultation with our two largest shareholders, Snyder Capital
Management, Inc., and investment funds affiliated with PPM America, Inc. Because
of these changes, PPM has agreed not to pursue a proxy contest, and has agreed
to support the company's board candidates and the board's proposals at the
annual meeting. Our shareholders' interests are of paramount importance to the
board and management of Elder-Beerman, and we are pleased to have reached an
agreement that we believe will benefit and strengthen our relationship with our
entire shareholder base."
Mr. Mershad continued, "We are fortunate to add Mark, Gene and Cary to our
board of directors. Their combination of retail, management and Wall Street
financial expertise will complement the strengths of our other board members.
These new members will add valuable insight as we continue to develop and
implement strategic initiatives to drive shareholder value."
Stuart J. Lissner, a Managing Director of PPM America, Inc., added, "We are
pleased with the actions taken by Elder-Beerman's management. They demonstrate
management's commitment to strengthening the Elder-Beerman franchise and
improving shareholder value. We have pledged our support for Elder-Beerman's
director slate and proposals. With the proposed changes, the shareholders will
have a stronger voice in their company."
Alan Snyder, President of Snyder Capital Management, Inc., stated, "I
believe the new director slate and the changes in corporate governance proposed
by Elder-Beerman's management and board of directors are very positive steps.
I am pleased that Elder-Beerman and PPM have constructively resolved their
differences, and the resulting changes will benefit Elder-Beerman and its
shareholders."
Director candidate Mark F. C. Berner is the Managing Partner of SDG
Resources, L.P., an oil and gas investment fund. He is a director of ThinkSheet,
Inc., a software and services company and served as a director of Renaissance
Technologies, a web design firm, from 1997 to March 2000. From 1996 to 1998 he
was a private investment consultant in New York. In 1995, Mr. Berner served as
Senior Vice President and Counsel for Turnberry Capital Management,
(more)
<PAGE> 4
ELDER-BEERMAN REVISES PROXY STATEMENT . . . PAGE 3
L.P., a private equity fund.
Eugene I. Davis is Chairman and CEO of Pirinate Consulting Group, L.L.C., a
corporate strategy consulting firm, and Chairman and CEO of Murdock
Communications Corp., a telecommunications enterprise. He also serves as CEO of
SmarTalk Teleservices Corp., a prepaid calling card services provider. Mr. Davis
is a director of Coho Energy, Inc., Eagle Geophysical Corp., Murdock
Communications Corp., and Tipperary Corporation. During 1998 and 1999 he was
Chief Operating Officer of Total-Tel Communications, Inc., a long distance phone
service provider. Prior to that he was CEO of Sport Supply Group, Inc., a
sporting goods and athletic equipment distributor. From 1992 to 1997, Mr. Davis
was President of Emerson Radio Corp., a distributor of consumer electronics.
Charles H. Turner is Senior Vice President and Chief Financial Officer of
Pier I Imports, Inc., and has served there in capacities of increasing
responsibility since 1992. Prior to joining Pier I, he served as Group
Controller for JC Penney. From 1979 to 1988 he worked for KPMG Peat Marwick as a
Senior Manager. Mr. Turner serves on the advisory board for the University of
Virginia McIntire School of Commerce and is a director for the Boys and Girls
Clubs of Greater Fort Worth.
ELDER-BEERMAN AND ITS OFFICERS AND DIRECTORS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ITS SHAREHOLDERS WITH RESPECT
TO THE ITEMS TO BE VOTED ON AT THE ANNUAL MEETING AND MAY HAVE AN INTEREST
EITHER DIRECTLY OR INDIRECTLY BY VIRTUE OF THEIR SECURITY HOLDINGS OR OTHERWISE.
INFORMATION RELATING TO THE PARTICIPANTS ARE CONTAINED IN THE COMPANY'S
PRELIMINARY PROXY STATEMENT THAT WAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 27, 2000, WHICH IS AVAILABLE AT NO CHARGE ON THE SECURITY AND
EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. THE COMPANY ADVISES ALL
ELDER-BEERMAN SHAREHOLDERS TO READ THE COMPANY'S FINAL DEFINITIVE PROXY
STATEMENT WHEN IT IS FILED WITH THE SECURITIES AND
(more)
<PAGE> 5
ELDER-BEERMAN REVISES PROXY STATEMENT . . . PAGE 4
EXCHANGE COMMISSION AND MAILED TO ELDER-BEERMAN SHAREHOLDERS, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION REGARDING THE ANNUAL MEETING.
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 stores in 2000.
This press release contains "forward-looking statements," including predictions
of future operating performance, events or developments such as our future
sales, profits, expenses, income and earnings per share. In addition, words such
as "expects," "anticipates," "intends," "plans," "believes," "hopes," and
"estimates," and variations of such words and similar expressions, are intended
to identify forward-looking statements.
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 materially affect our actual future operations and results,
including the following: 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 advertising, marketing
and promotional programs; 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; and other general economic
conditions that affect retail operations and sales, such as the rate of
employment, 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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