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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D
Under the Securities Exchange Act of 1934 |
The Elder-Beerman Stores Corp. (Name of Issuer) |
Common Stock, no par value per share (Title of Class of Securities) |
284470101 |
James D. Bennett Bennett Management Corporation 2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard Stamford, CT 06901 (203) 353-3101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 12, 2000 (Date of Event which Requires Filling of this Statement) |
If the filing person has previously filed a statement on Schedule 130 to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box. [ ] |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. |
* 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 disclosures provided in a prior cover page. |
The information required on 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). |
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SCHEDULE 13D | ||||
CUSIP No. 284470101 | ||||
1. | Names of Reporting Persons. I.R.S. Identification No. |
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2. |
Check the Appropriate Box if a Member of a Group*
(a.) [ ] (b.) [X] |
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3. | SEC USE ONLY | |||
4. | Source of Funds* |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) [ ] | |||
6. |
Citizenship or Place of Organization |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power |
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8. | Shared Voting Power |
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9. | Sole Dipositive Power |
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10. | Shared Dipositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount Represented bt
Amount in Row (11) Excludes Certain Shares (See Insructions) [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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1 James D. Bennett ("Mr. Bennett") shares beneficial ownership of as well as voting and dispositive power with respect to 90,500 of the shares with Bennett Restructuring Fund, L.P. ("BRF"). |
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2 |
Item 3. Source and Amount of Funds or Other Consideration: |
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Item 4. Purpose of Transaction |
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All shares of Common Stock
beneficially owned by Mr. Bennett and BRF were acquired for investment purposes.
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3 |
Item 5. Interest in Securities of the Issuer. |
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As of the date of the filing of this Amendment to this Schedule 13D, Mr. Bennett is deemed to beneficially own 90,500 shares of Common Stock. Mr. Bennett shares beneficial ownership and voting and dispositive power with respect to these 90,500 shares with BRF. BRF is the record owner of such shares. Based on Amendment No. 5 to the Company's Tender Offer Statement on Schedule TO, dated October 12, 2000, 14,899,689 shares of Common Stock were outstanding as of October 5, 2000, immediately prior to the close of the Company's self-tender offer, and approximately 11,437,326 shares of Common Stock would be outstanding following the Company's completion of its self-tender offer. As a result of the Company's consummation of its self-tender offer and the tenders made by BORF and BRF in the offer and that were accepted by the Company, Mr. Bennett is now deemed to beneficially own approximately 0.7913% of the issued and outstanding shares of the Company's Common Stock. In addition to BRF's and BORF's sales of Common Stock to the Company in the Company's self-tender offer, which are disclosed in Item 4 above, since the filing of Mr. Bennett's prior Amendment to this Schedule 13D, BRF purchased 6,000 shares of Common Stock and sold 20,500 shares of Common Stock in open market transactions. Schedule I to this 13D filing provides certain information with respect to each of these transactions. |
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(d) |
Not applicable. |
(e) |
Mr. Bennett, BRF and BORF ceased to be owners of more than five percent of the Common Stock as of the date on which the Company accepted for payment their tender of 1,214,823 shares of Common Stock in the Company's self-tender offer. |
4 |
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Item 7. Material to be Filed as Exhibits.
1. Schedule I
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Signature |
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Date: October 17, 2000 | ||||
By: | /s/ James D. Bennett
James D. Bennett |
5 |
SCHEDULE I ELDER-BEERMAN STOCK TRANSACTIONS OF BRF AND BORF SINCE THE DATE OF THE FILING OF MR. BENNETT'S LAST AMENDMENT TO THIS SCHEDULE 13D |
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Trade Date |
Type of Transaction |
Number of Shares Purchased/Sold |
Trade Amount |
Price per Share |
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09/29/00 10/05/00 10/05/00 10/06/00 |
Purchase Tender Tender Sale |
6,000 800,000 414,823 20,500 |
28,000.00 4,000,000.00 2,074,115.00 103,853.00 |
$4.667 $5.00 $5.00 $5.066 |
6 |
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