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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ELDER BEERMAN STORES CORPORATION
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
284 470 101
-----------
(CUSIP NUMBER)
12/31/99
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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).
<PAGE>
CUSIP No. 284-470-101 SCHEDULE 13G
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY)
Whippoorwill Associates, Inc. 13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 498,995
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH -0-
8 SHARED DISPOSITIVE POWER
498,995
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,995
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
12 TYPE OF REPORTING PERSON*
IA; CO
<PAGE>
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") amends the statement on
Schedule 13G filed on February 16, 1999 by Whippoorwill Associates, Inc.
("Whippoorwill") and relates to the Common Stock, no par value per share
(the "Common Stock"), of Elder Beerman Stores Corporation (the "Issuer").
Whippoorwill is a registered investment adviser and has discretionary
authority with respect to the investments of, and acts as agent for, its
clients. The Common Stock reported in this Statement as beneficially owned
by Whippoorwill as of December 31, 1999 is held in Whippoorwill's client
accounts and the filing of this Statement shall not be construed as an
admission that Whippoorwill is, for purposes of Section 13 of the Act, the
beneficial owner of such securities. The percentages reported herein are
based on their being 14,922,221 shares of Common Stock outstanding as
reported in the Form 10-Q of the Issuer filed on December 10, 1999. This
statement on Schedule 13G reflects information as of December 31, 1999.
ITEM 1.
(a) Name of Issuer: Elder Beerman Stores Corporation
(b) Address of Issuer's Principal Executive Offices:
3155 El Bee Road
Dayton, Ohio 45439
ITEM 2.
(a) Name of Person Filing: Whippoorwill Associates, Inc.
(b) Address of Principal Business Office or, if none, Residence:
11 Martine Avenue
White Plains, New York 10606
(c) Citizenship: Delaware
(d) Title of Class of Securities: Common Stock, no par value
(e) CUSIP Number: 284-470-101
ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b) (1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
<PAGE>
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 498,995 shares
(b) Percent of class: 3.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 498,995
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of:
498,995
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
2/14/00
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Date
/s/ David Strumwasser
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Signature
David Strumwasser/Managing Director
-----------------------------------
Name/Title
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
