<PAGE>
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
THE BON-TON STORES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2835229
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
2801 East Market Street, York, Pennsylvania 17402
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(Address of principal executive offices) (Zip Code)
The Bon-Ton Stores, Inc.
Management Incentive Plan
-------------------------
(Full title of the plan)
Robert E. Stern, Esquire
Vice President, Secretary and General Counsel
The Bon-Ton Stores, Inc.
2801 East Market Street
York, Pennsylvania 17402
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(Name and address of agent for service)
(717) 751-3285
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
David Gitlin, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102-2678
(215) 977-2284
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered/(1)/ Per Share/(2)/ Offering Price Fee
---------------- ------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $12.125 $3,637,500 $1,102.27
$0.01 par value
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</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may hereafter
be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as
amended, represents the average of the high and low prices for the Common
Stock on September 26, 1997, as reported on The Nasdaq National Market.
- --------------------------------------------------------------------------------
<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 are incorporated into
this Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended May 4, 1997 and August 2, 1997.
3. The description of the Registrant's shares of Common Stock,
$0.01 par value (the "Common Stock"), contained in the Registration Statement on
Form 8-A dated September 11, 1991, as amended by Form 8 dated September 16,
1991, filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Subchapter D (Sections 1741 through 1750) of Chapter 17 the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 in respect of any claim, issue or matter as to
which a Representative has been adjudged to be liable to the corporation unless
and only to the extent that the proper court determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, a Representative is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
a Representative is proper because the Representative met the applicable
standard of conduct, and such determination will be made by the board of
directors by a majority vote of a quorum of directors not parties to the action
or proceeding; if a quorum is not obtainable or if obtainable and a majority of
disinterested directors so directs, by independent legal counsel; or by the
shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
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Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter D of Chapter 17 of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Representative and shall inure to the benefit of
the heirs and personal representatives of such Representative.
Section 7-2 of the Registrant's Bylaws provides that the Registrant will
indemnify any director or officer of the Registrant to the fullest extent
permitted by Pennsylvania law against all expense, liability and loss reasonably
incurred or suffered by such person in connection with any threatened, pending
or completed action, suit or proceeding (a "Proceeding") involving such person
by reason of the fact that he or she is or was a director or officer of the
Registrant or is or was serving at the request or for the benefit of the
Registrant in any capacity for another corporation or other enterprise. No
indemnification pursuant to Section 7-2 may be made, however, in any case where
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
Section 7-2 further provides that the right to indemnification includes the
right to have the expenses incurred by the indemnified person in defending any
Proceeding paid by the Corporation in advance of the final disposition of the
Proceeding to the fullest extent permitted by Pennsylvania law. In addition,
Section 7-2 provides that the Registrant may purchase and maintain insurance for
the benefit of any person on behalf of whom insurance is permitted to be
purchased by Pennsylvania law against any expense, liability or loss, whether or
not the Registrant would have the power to indemnify such person under
Pennsylvania or other law. The Registrant may also purchase and maintain
insurance to insure its indemnification obligations, whether arising under the
Bylaws or otherwise. In addition, Section 7-2 states that
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the Registrant may create a fund of any nature to secure in any manner its
indemnification obligations, whether arising under the Bylaws or otherwise.
Section 7-3 of the Registrant's Bylaws states that the provisions of
the Bylaws relating to indemnification constitute a contract between the
Registrant and each of its directors and officers which may be modified as to
any director or officer only with that person's consent. Further, any repeal or
amendment of the indemnification provisions of the Bylaws adverse to any
director or officer shall apply only on a prospective basis. In addition, no
repeal or amendment of the Bylaws may affect the indemnification provisions so
as to reduce or limit indemnification in any manner unless adopted by (a) the
unanimous vote of the directors of the Registrant then serving or (b) the
affirmative vote of shareholders entitled to cast not less than a majority of
the votes that all shareholders are entitled to cast in the election of
directors, provided that no such amendment will have a retroactive effect
inconsistent with the preceding sentence.
Section 7-4 of the Registrant's Bylaws states that references in
Section 7-2 and 7-3 to Pennsylvania law or any provision thereof shall be to
such law in effect on the date such sections were adopted or as such law may
thereafter be changed, provided that in the case of any change in law which
expands the liability of directors or limits the rights to indemnification or
the advancement of expenses, the rights to limited liability, indemnification
and advancement of expenses shall continue to the extent provided by law and
that if such change permits the Registrant, without further action by
shareholders or directors, to limit further the liability of directors or
officers or to provide broader rights of indemnification or advancement of
expenses, then the liability shall be limited and the rights to indemnification
and advancement of expenses shall be broadened to the extent permitted by law.
The Registrant has purchased directors and officers liability insurance
for its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
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Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
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4 The Bon-Ton Stores, Inc. Management Incentive Plan
(incorporated by reference to Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the year
ended February 1, 1997).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Arthur Andersen LLP, independent
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5).
24 Power of Attorney (included on signature page of the
Registration Statement).
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which is registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in York, Pennsylvania, on September 23, 1997.
THE BON-TON STORES, INC.
By: /s/ Heywood L. Wilansky
--------------------------------
Heywood L. Wilansky
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Gleim the undersigned's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Heywood L. Wilansky President, Chief Executive Officer September 23, 1997
- ------------------------- and Director (Principal Executive -------------
Heywood L. Wilansky Officer)
/s/ M. Thomas Grumbacher Director September 23, 1997
- ------------------------- -------------
M. Thomas Grumbacher
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <S>
/s/ Michael L. Gleim
- ------------------------ Vice Chairman, Chief Operating September 23 , 1997
Michael L. Gleim Officer and Director ------------
/s/ Samuel J. Gerson
- ------------------------ Director September 23, 1997
Samuel J. Gerson ------------
/s/ Lawerence J. Ring Director September 23, 1997
- ------------------------ ------------
Lawrence J. Ring
/s/ Rogers S. Hillas Director September 23, 1997
- ------------------------ -------------
Roger S. Hillas
/s/ Leon D. Starr Director September 23, 1997
- ------------------------ -------------
Leon D. Starr
/s/ Leon F. Winbigler Director September 23, 1997
- ------------------------ -------------
Leon F. Winbigler
/s/ James H. Baireuther Senior Vice President and September 23, 1997
- ------------------------ Chief Financial Officer -------------
James H. Baireuther (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
THE BON-TON STORES, INC.
MANAGEMENT INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
- -----------
4 The Bon-Ton Stores, Inc. Management Incentive Plan
(incorporated by reference to Exhibit 10.13 to the
Registrant's Annual Report on Form 10-K for the
year ended February 1, 1997).
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Arthur Andersen LLP, independent
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
<PAGE>
EXHIBIT 5
LAW OFFICERS
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 1 9102-2678
(215) 977-2000
FACSIMILE: (215) 977-2334
SEPTEMBER 25, 1997
The Bon-Ton Stores, Inc.
2801 East Market Street
York, PA 17402
RE: Registration Statement on Form S-8
Relating to The Bon-Ton Stores, Inc. Management Incentive Plan
--------------------------------------------------------------
Gentlemen:
As counsel to The Bon-Ton Stores, Inc., a Pennsylvania corporation (the
"Company"), we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
300,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Company's Management Incentive Plan (the
"Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock offered and to be offered under the Plan are duly authorized and, when
issued and sold pursuant to the terms of the Plan, will be legally issued, fully
paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
Wolf, Block, Schorr and Solis-Cohen LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 5, 1997
included and incorporated by reference in The Bon-Ton Stores, Inc. Form 10-K for
the year ended February 1, 1997 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
September 23, 1997
