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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
THE ELDER-BEERMAN STORES CORP.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
284470101
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(CUSIP Number)
James D. Bennett, Bennett Management Corporation
2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901
(203) 353-3101
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 21, 2000
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(Date of Event That Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 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
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CUSIP No. 284470101 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James D. Bennett
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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
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
None
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,126,323/1/
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9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,126,323/1/
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,126,323/1/
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.55%
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14 TYPE OF REPORTING PERSON*
IN
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/1/ James D. Bennett ("Mr. Bennett") shares beneficial ownership of as well as
voting and dispositive power with respect to 711,500 of the shares with Bennett
Restructuring Fund, L.P. Mr. Bennett shares beneficial ownership of as well as
voting and dispositive power with respect to 414,823 of the shares with Bennett
Offshore Restructuring Fund, Inc.
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, no par value (the "Common Stock"), of The Elder-Beerman Stores
Corp., an Ohio corporation (the "Company"). The principal executive offices of
the Company are located at 3155 El-Bee Road, Dayton, Ohio 45439.
Item 2. Identity and Background.
-----------------------
James D. Bennett is a citizen of the United States of America. Mr.
Bennett's principal office is located at:
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Mr. Bennett has not been convicted in any criminal proceeding during
the last five years, has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Bennett Restructuring Fund, L.P. ("BRF"), is a Delaware limited
partnership. The general partner of BRF is Restructuring Capital Associates,
L.P., a Delaware limited partnership ("RCA"). The general partner of RCA is
Bennett Capital Corporation ("BCC"), a Delaware corporation. James D. Bennett
is the President and a director of BCC.
The principal business address of each of BRF, RCA and BCC is:
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Bennett Offshore Restructuring Fund, Inc. ("BORF"), is a Cayman
Islands exempted company. James D. Bennett is a director of BORF. The
principal business address of BORF is:
P.O. Box 2003 GT
Grand Pavilion Commercial Centre
Bougainvillea Way
802 West Bay Road
Grand Cayman, Cayman Islands
BRF, RCA, BORF and BCC are each involved in the business of investment
management.
Item 3. Source and Amount of Funds or Other Consideration.
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711,500 of the shares of Common Stock were purchased by BRF in open
market transactions at an aggregate cost of $4,631,653.30. 414,823 of the shares
of Common Stock were purchased by BORF in open market transactions at an
aggregate cost of $2,854,639.38. The funds for all purchases of Common Stock
made by BRF or BORF, respectively, came from such entity's own funds. No
leverage was used to purchase any of the Common Stock.
Item 4. Purpose of Transaction.
----------------------
The shares of Common Stock beneficially owned by Mr. Bennett were
acquired for investment purposes. Mr. Bennett, BRF and/or BORF may acquire
additional shares, dispose of all or some of the shares from time to time, in
each case in open market transactions, block sales or purchases or otherwise, or
may continue to hold the shares.
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<PAGE>
Mr. Bennett, BRF and BORF have become aware of the supplementary proxy
materials filed by the Company on Schedule 14A on July 20, 2000, in which the
Company revealed that it has entered into a Settlement Agreement, dated as of
July 19, 2000 (the "Settlement Agreement"), with PPM America Special Investments
Fund, L.P. ("SIF I"), PPM America Special Investments CBO II, L.P. ("CBO II"),
PPM America, Inc. ("PPM" and collectively with SIF I and CBO II, the "PPM
Group"), Snyder Capital Management, Inc. ("Snyder"), and most of the Company's
directors to end the PPM Group's pending proxy contest with the Company with
respect to the Company's 2000 Annual Meeting of Shareholders (the "Annual
Meeting"). Mr. Bennett, BRF and BORF also have become aware of the amendment to
Schedule 13D filed by the PPM Group on July 21, 2000, in which the PPM Group
disclosed that it had entered into the Settlement Agreement and disclosed in
detail the terms of the Settlement Agreement. A copy of the Settlement
Agreement was filed as an Exhibit to the amendment to the PPM Group's Schedule
13D. The Settlement Agreement provides for the nomination of four new nominees
to the Company's Board of Directors (two of whom were designated by the PPM
Group and the other two of whom were designated by Snyder), for various
amendments to corporate governance provisions contained in the Company's Amended
Articles of Incorporation and Amended Code of Regulations, and for a limited
standstill with respect to certain future activities among the parties to the
Settlement Agreement.
In Mr. Bennett's prior Amendment to this Schedule 13D, Mr. Bennett
noted his belief that the shareholders had to take substantial actions to
protect their interests and direct the Board of Directors and management to
maximize shareholder value. Furthermore, Mr. Bennett, BRF and BORF expressed an
intention to support the nominees proposed by the PPM Group for election to the
Company's Board of Directors and also to support each of the other shareholder
proposals to be made by the PPM Group at the Company's Annual Meeting.
Based upon a review of the supplementary proxy materials filed by the
Company, a review of the information set forth in the PPM Group's amendment to
its Schedule 13D (including the copy of the Settlement Agreement) and subsequent
discussions with a representative of the PPM Group, Mr. Bennett believes that
the measures set forth in the Settlement Agreement represent positive steps by
the Company to increase shareholder value as well as a positive response to
longstanding shareholder concerns. Thus, it is the intention of Mr. Bennett,
BRF and BORF to support the nominees proposed by the Company for election to the
Company's Board of Directors and also to support each of the proposals set forth
in the Settlement Agreement which are to be made at the Company's Annual
Meeting.
Item 5. Interest in Securities of the Issuer.
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As of July 21, 2000, Mr. Bennett is deemed to beneficially own
1,126,323 shares of Common Stock. Mr. Bennett shares beneficial ownership and
voting and dispositive power with respect to 711,500 of the shares with BRF. BRF
is the record owner of such shares. Mr. Bennett shares beneficial ownership of
and voting and dispositive power with respect to 414,823 of the shares with
BORF. BORF is the record owner of such shares. Based on the issuer's Preliminary
Proxy Statement, filed on Schedule 14A on June 27, 2000, 14,923,846 shares of
Common Stock were outstanding as of June 26, 2000. Therefore, Mr. Bennett is
deemed to beneficially own 7.55% of the issued and outstanding shares of the
Company's Common Stock. BRF and BORF have purchased a total of 33,000 shares of
Common Stock and have sold 10,000 shares of Common Stock since the filing of Mr.
Bennett's last Amendment to this Schedule 13D. Schedule I to this 13D filing
provides certain information with respect to those purchases.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
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Securities of the Issuer.
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No Change.
Item 7. Material to be Filed as Exhibits.
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1. Schedule I
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Signature
After reasonable 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: July 26, 2000
/s/ James D. Bennett
___________________________
James D. Bennett
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<PAGE>
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
<TABLE>
<CAPTION>
Trade Date Type of Transaction Number of Shares Trade Amount Price per Share
Purchased/Sold
<S> <C> <C> <C> <C>
6/28/00 Purchase 3,000 12,272.50 $4.0625
6/30/00 Purchase 20,000 82,925.00 $ 4.125
7/03/00 Purchase 10,000 41,475.00 $ 4.125
7/20/00 Sale 10,000 48,523.37 $ 4.875
</TABLE>
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