<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission File Number 33-43105
Title of Plan
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING / RETIREMENT SAVINGS PLAN
ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN
THE BON-TON STORES, INC.
2801 EAST MARKET STREET
YORK, PENNSYLVANIA 17402
(717) 757-7660
<PAGE> 2
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits --
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits --
For the Years Ended December 31, 1999 and 1998 3
NOTES TO FINANCIAL STATEMENTS 4
SCHEDULES:
I. Item 27(a)--Schedule of Assets Held for Investment Purposes as
of December 31, 1999 9
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
The Bon-Ton Department Stores, Inc.
Profit Sharing/Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Bon-Ton Department Stores, Inc. Profit Sharing/Retirement
Savings Plan as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for plan benefits for the years then ended.
These financial statements and the schedule referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1999 and 1998, and the changes in net assets available for plan benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, listed in the
index to financial statements, is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Lancaster, Pa.,
June 23, 2000
<PAGE> 5
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
December 31
------------------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Cash $ 37,232 $ 18,235
Contributions receivable-
Employer and employee/participant 2,412,701 2,106,678
Interest and dividend receivables 10,284 12,146
Investments, at fair value 51,672,161 46,329,901
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $54,132,378 $48,466,960
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
For the Year Ended
--------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions-
Employer $ 2,084,597 $ 2,019,870
Employee/participant 3,938,234 3,604,202
------------ ------------
Total contributions 6,022,831 5,624,072
------------ ------------
Investment income-
Unrealized appreciation in fair market value 1,000,206 465,198
Dividends and interest 2,574,060 2,144,293
Realized gains (losses) 174,659 (76,617)
------------ ------------
Total investment income 3,748,925 2,532,874
------------ ------------
Total additions 9,771,756 8,156,946
------------ ------------
DEDUCTIONS FROM NET ASSETS:
Benefit payments and withdrawals 3,933,454 4,300,488
Administrative expenses 172,884 173,089
------------ ------------
Total deductions 4,106,338 4,473,577
------------ ------------
INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 5,665,418 3,683,369
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 48,466,960 44,783,591
------------ ------------
End of year $ 54,132,378 $ 48,466,960
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF PLAN:
The following description of The Bon-Ton Department Stores, Inc. Profit
Sharing/Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all employees of
The Bon-Ton Department Stores, Inc. (the "Company") who have completed one year
of service, worked 1,000 hours and are age 21 or older. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA),
as amended.
Employee Contributions
Eligible employees may elect to make basic contributions from 1% to 15% of their
compensation. The Plan has additional limitations on pretax contributions for
highly compensated participants. For the Plan years 1999 and 1998, a highly
compensated participant, as defined by the Plan, is a participant with an annual
salary equal to or greater than $80,000.
Employer Contributions
The Plan's profit sharing contributions are made at the Company's discretion out
of the annual current earnings of the Company subsequent to the close of the
Company's fiscal year. Contributions are paid to the designated trustee of the
Plan and are subject to certain limitations as dictated by the Internal Revenue
Code (IRC). Profit sharing contributions are allocated to each participant's
account based upon the investment elections chosen by them. These contributions
are allocated following the last day of the Plan year in the ratio which the
participant's compensation for the Plan year plus the participant's compensation
in excess of 40% of the Social Security Wage Base for the Plan year bears to the
total compensation for the Plan year plus the total compensation in excess of
40% of the Social Security Wage Base for the Plan year of all eligible
participants. The maximum amount which may be allocated to any member is 4.3% of
the sum of the participant's compensation for the Plan year plus the
participant's compensation over 40% of the Social Security Wage Base for the
Plan year.
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<PAGE> 8
Matching employer contributions are at the discretion of the Board of Directors
and cannot exceed 5% of the participant's compensation. These contributions are
allocated to the respective investments based upon the allocations chosen by the
participant. During 1999 and 1998, the Company's matching contributions as a
percentage of the employees' pretax contributions were 30% and 20%,
respectively.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocation of: (a) the employer's contribution, (b) Plan earnings, and (c)
forfeitures of terminated participants' nonvested accounts. Profit Sharing
forfeitures are allocated on the same basis as profit sharing contributions, and
retirement savings plan forfeitures are allocated on the same basis as
retirement savings plan contributions.
Investments
Investment of the participants' and the Company's contributions, both matching
and profit sharing, are allocated at the discretion of the participant.
Vesting
Participants are fully vested as to their own contributions. With regard to
employer matching contributions, the Plan has adopted a three-year cliff vesting
policy, which provides for 100% vesting after three years of service.
Participants' interest in profit sharing contributions are fully vested after
five years of service.
Participant Loans
Effective July 1, 1999, participants may borrow from the Plan in an amount not
to exceed 50% of the participant's vested account balance. In no event can the
participant borrow more than $50,000 or less than $1,000. Loans are for a period
not to exceed five years and bear interest at prime plus one percent (9.5% at
December 31, 1999).
Benefit Payments
Participants may make withdrawals from their employee pretax contribution
accounts at any time after age 59-1/2 or at any time for economic hardship, as
defined by the Plan. After-tax employee contributions may be withdrawn at any
time. Upon termination of employment, participants are entitled to receive the
entire balance in their employee account and employer account (if vested). In
the event of death or disability of a participant before termination of
employment, 100% of a participant's account is distributed to a beneficiary as
defined. Withdrawals may be paid in a lump sum, in installments, as an annuity
for life, as a joint and survivor annuity, or any combination of the foregoing
at the option of the participant.
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<PAGE> 9
Benefits due to retired and terminated participants, which are included in the
statement of net assets available for plan benefits at December 31, 1999 and
1998, amounted to $1,079,751 and $1,169,386, respectively.
Plan Termination
Although it has not expressed an intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan have been reflected on the accrual basis of
accounting.
Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
Investments
Participants have the option to invest their contributions and employer
contributions in any of the following eight funds: PNC Investment Contract Fund,
Black Rock Core Bond Fund, Washington Mutual Investors Fund, Invesco Total
Return Fund, Invesco Dynamic Fund, Bon-Ton Stock Fund, Janus Growth and Income
Fund, and American Century International Fund.
Effective October 1999, participants were able to invest in a self-funded
brokerage account. This new investment option allows participants to invest
their funds into any security available on the open market for some additional
fees associated with the self-direction.
Realized Gains (Losses) and Unrealized Appreciation (Depreciation) in Fair
Market Value
The computations of both realized gains and losses and the unrealized
appreciation and depreciation in fair market value are based on the difference
between the fair market values of the investments at the beginning of the year
and the fair market values on the sales dates or the end of the year, as
applicable.
Administrative Expenses
Under terms of the Plan document, all expenses are paid by the Plan unless paid
directly by the Company.
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<PAGE> 10
3. INVESTMENTS:
The following investments represent 5% or more of the Plan's net assets
available for plan benefits as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
December 31
------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Invesco Dynamic Fund, 155,600 and 146,047 shares,
respectively $ 4,023,817 $ 2,307,537
Invesco Total Return Fund, 287,312 and 292,812
shares, respectively 8,320,558 9,182,587
PNC Investment Contract Fund, 6,749,870 and
6,896,630 shares, respectively 14,234,125 13,721,536
Janus Growth and Income Fund, 209,623 and 0
shares, respectively 8,791,571 --
Washington Mutual Investors Fund, 366,958 and 0
shares, respectively 10,847,277 --
Janus Fund, 0 and 120,236 shares, respectively -- 4,045,956
Scudder Growth and Income Fund, 0 and 492,089
shares, respectively -- 12,946,865
Blackrock Core Bond Fund, 218,237 and 266,377
shares, respectively 1,992,503 2,607,826
----------- -----------
$48,209,851 $44,812,307
=========== ===========
</TABLE>
During 1999 the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$1,174,865 as follows:
<TABLE>
<S> <C>
Mutual funds $ 2,750,259
Common stock (1,575,394)
-----------
$ 1,174,865
===========
</TABLE>
4. RELATED PARTY TRANSACTIONS:
Certain Plan investments are shares of investments managed by PNC Bank, N.A. PNC
Bank, N.A. is the trustee as defined by the Plan and; therefore, these
transactions qualify as party-in-interest dealings. Fees paid by the Plan for
recordkeeper services and investment management services amounted to $101,588
and $71,295, respectively, for the year ended December 31, 1999.
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5. FEDERAL INCOME TAXES:
The Internal Revenue Service has determined and informed the Company by a letter
dated January 30, 1996, that the Plan is qualified under Sections 401(a) and
401(k) of the IRC and the trust established under the Plan is exempt from
federal income taxes under Section 501(a). The Plan's management believes that
subsequent amendments have not affected the Plan's qualification and that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan benefits on
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
---------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net assets available for plan benefits on
the financial statements $ 54,132,378 $ 48,466,960
Amounts allocated to withdrawing participants (1,079,751) (1,169,386)
------------ ------------
Net assets available for plan benefits on
the Form 5500 $ 53,052,627 $ 47,297,574
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants on the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1999
-----------------
<S> <C>
Benefits paid to participants on the financial statements $ 3,933,454
Add- Amounts allocated to withdrawing participants
at December 31, 1999 1,079,751
Less- Amounts allocated to withdrawing participants
at December 31, 1998 (1,169,386)
-----------
Benefits paid to participants on the Form 5500 $ 3,843,819
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
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<PAGE> 12
SCHEDULE I
EIN 23-1269309
Plan 003
THE BON-TON DEPARTMENT STORES, INC.
PROFIT SHARING/RETIREMENT SAVINGS PLAN
Item 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of
Description of Investment Shares Cost Market
------------------------- ------ ---- ------
<S> <C> <C> <C>
The Bon-Ton Department Stores, Inc.
Common Stock 716,015 $ 4,402,071 $ 2,640,781
Janus Growth and Income Fund 209,623 6,655,741 8,791,571
Black Rock Core Bond Fund 218,237 2,098,795 1,992,503
Invesco Dynamic Fund 155,600 2,597,560 4,023,817
Invesco Total Return Fund 287,312 8,063,037 8,320,558
American Century International Fund 15,710 172,651 235,184
Washington Mutual Investors Fund 366,958 11,715,422 10,847,277
PNC Investment Contract Fund* 6,749,870 12,556,090 14,234,125
Participant Loans; interest rates
ranging from 9.00% to 9.50% -- 586,345 586,345
----------- -----------
$48,847,712 $51,672,161
=========== ===========
</TABLE>
*Represents a party-in-interest transaction.
The accompanying notes are an integral part of this schedule.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
THE BON-TON DEPARTMENT STORES, INC.
Profit Sharing/Retirement Savings Plan
Date: June 28, 2000 By: /s/ Michael L. Gleim
-----------------------------------------
Michael L. Gleim
Plan Administrator
