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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 284470101 Page 2 of 7 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
1,103,323/1/
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9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,103,323/1/
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,103,323/1/
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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)
7.38%
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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 678,500 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 424,823 of the shares with
Bennett Offshore Restructuring Fund, Inc.
<PAGE>
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.
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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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678,500 of the shares of Common Stock were purchased by BRF in open
market transactions at an aggregate cost of $4,494,980.80. 424,823 of the shares
of Common Stock were purchased by BORF in open market transactions at an
aggregate cost of $2,932,149.43. 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.
<PAGE>
Mr. Bennett, BRF and BORF have become aware of the filing on June 7,
2000, by PPM America Special Investments Fund, L.P., and PPM America Special
Investments CBO II, L.P. (the "PPM Funds"), of a preliminary proxy statement on
Schedule 14A in which the PPM Funds expressed an intention (i) to nominate three
candidates for election to the Board of Directors of the Company in opposition
to the nominees to be proposed by the Company's Board of Directors and (ii) to
bring before the Company's Annual Meeting of Shareholders certain shareholder
proposals, which include, among other things, proposals to amend certain
sections of the Company's Amended Articles of Incorporation and Amended Code of
Regulations, which currently make shareholder participation in governance of the
Company more difficult and discourage potential purchasers of or investors in
the Company.
In Mr. Bennett's prior Amendment to this Schedule 13D, Mr. Bennett
urged the Company to take more aggressive action to enhance and maximize
shareholder value. Since that time, the Company's stock price has fallen by 34%
from 6 3/8 to 4 3/16, an all-time low. Mr. Bennett believes that management's
current and prior response to shareholders that it has engaged Wasserstein
Perella & Co. to evaluate strategic alternatives and that such review will take
several months to determine its options is highly suspect and disingenuous. Mr.
Bennett, and other shareholders, as reflected by the current stock price, are
dissatisfied with management's apathy and lack of interest in improving
shareholder value. As a result, Mr. Bennett believes the shareholders must take
substantial actions to protect their interests and direct the Board of Directors
and management to maximize shareholder value.
Based upon a review of the preliminary proxy statement filed by the PPM
Funds and a meeting with one the PPM Funds' Board nominees, it is the intention
of Mr. Bennett, BRF and BORF to support the nominees proposed by the PPM Funds
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 Funds at the Company's Annual
Meeting.
Item 5. Interest in Securities of the Issuer.
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As of June 21, 2000, Mr. Bennett is deemed to beneficially own
1,103,323 shares of Common Stock. Mr. Bennett shares beneficial ownership and
voting and dispositive power with respect to 678,500 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 424,823 of the shares with
BORF. BORF is the record owner of such shares. Based on the issuer's latest Form
10-Q, there was a total of 14,959,739 shares of Common Stock outstanding as of
June 9, 2000. Therefore, Mr. Bennett is deemed to beneficially own 7.38% of the
issued and outstanding shares of the Company's Common Stock. BRF and BORF have
purchased a total of 93,123 shares of Common Stock and have sold 1,000 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
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to 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: June 21, 2000
/s/ James D. Bennett
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James D. Bennett
<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>
4/28/00 Purchase 1,000 $4,607.50 $4.5625
4/28/00 Sale 1,000 $4,579.50 $4.625
5/10/00 Purchase 57,323 $265,143.88 $4.625
5/31/00 Purchase 8,500 $38,344.70 $4.4882
6/5/00 Purchase 1,000 $4,295.00 $4.25
6/7/00 Purchase 14,600 $62,967.06 $4.2911
6/8/00 Purchase 10,700 $47,676.38 $4.4334
</TABLE>
