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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:
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<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.
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THE 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
INVESTOR INQUIRIES:
Scott J. Davido
Executive Vice President - Chief Financial Officer
(937) 296-2683
ELDER-BEERMAN RESPONDS TO SHAREHOLDER FILING
DAYTON, OHIO, JUNE 23, 2000 - The Elder-Beerman Stores Corp. (NASDAQ NM: EBSC)
announced on February 28, 2000 that it engaged Wasserstein Perella & Co. to
explore strategic alternatives. On June 8, 2000 the Company announced that the
process of evaluating the Company's options on how to best maximize shareholder
value is ongoing. The Board of Directors of the Company believes that the
Amendment to Schedule 13D and preliminary proxy solicitation materials filed
with the Securities and Exchange Commission by PPM America on June 7, 2000 are
harmful to this process because the Company may lose employees, customers and
vendors.
Prior to June 7, 2000, PPM America filed amendments to its Schedule 13D
whereby it announced its intentions to nominate directors for election at the
Company's Annual Meeting of Shareholders because of its disapproval with the way
the current management was running the Company. In response to PPM America's
previous filings, several employees of the Company expressed concern to members
of the Company's management about their job security and the possibility of
leaving the Company to work elsewhere. Customers and vendors also expressed
concern to members of management and employees of the Company about the future
of the Company and how their relationships with the Company could be affected by
the changes advocated by PPM America in its filings.
The Board of Directors of the Company believes that the preliminary
proxy materials filed by PPM America on June 7 will enhance these concerns of
certain employees, vendors and
(more)
ELDER-BEERMAN RESPONDS TO SHAREHOLDER FILING... / P.2
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customers. As a result, some employees of the Company may leave to seek what
they believe to be more secure jobs and customers may shop elsewhere because of
the Company's perceived uncertain future.
The Board of Directors of the Company also believes that its
exploration of strategic alternatives may be hindered because of PPM America's
filing. This process includes the Board of Directors, members of the Company's
management and the Company's advisors talking to interested parties about the
various alternatives available to the Company to best maximize shareholder
value. After PPM America's filing of its preliminary proxy materials, the Board
of Directors believes that some parties may indicate their reluctance to engage
in or continue the process until after the Company's Annual Meeting of
Shareholders scheduled for August 24, 2000 because of their concerns about the
actions proposed to be taken by PPM America at the Company's Annual Meeting.
THE COMPANY STRONGLY ADVISES ALL ELDER-BEERMAN SHAREHOLDERS TO READ THE
COMPANY'S PRELIMINARY PROXY STATEMENT, WHICH WILL BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. THE COMPANY'S PRELIMINARY PROXY STATEMENT WILL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD CONSIDER BEFORE MAKING ANY DECISION ABOUT
THE PROPOSALS TO BE VOTED ON AT THE COMPANY'S ANNUAL MEETING. THE COMPANY'S
PRELIMINARY PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SECURITY AND
EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. WHEN COMPLETED, THE
COMPANY'S FINAL DEFINITIVE PROXY STATEMENT WILL BE MAILED TO ALL ELDER-BEERMAN
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE ON THE SECURITY AND EXCHANGE
COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV.
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
ELDER-BEERMAN RESPONDS TO SHAREHOLDER FILING... / P.3
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MAY HAVE AN INTEREST EITHER DIRECTLY OR INDIRECTLY BY VIRTUE OF THEIR SECURITY
HOLDINGS OR OTHERWISE. INFORMATION RELATING TO THE PARTICIPANTS WILL BE
CONTAINED IN THE COMPANY'S PRELIMINARY PROXY STATEMENT OR MAY BE OBTAINED BY
CONTACTING THE COMPANY AT THE ABOVE NUMBER.
The nation's eighth largest independent department store chain, The
Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 62
stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin
and Pennsylvania. Elder-Beerman also operates two furniture superstores.
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 ability to
complete any pending asset disposition transactions; 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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