<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter ended July 29, 2000 Commission File Number
0-19517
THE BON-TON STORES, INC.
2801 EAST MARKET STREET
YORK, PENNSYLVANIA 17402
(717) 757-7660
INCORPORATED IN PENNSYLVANIA IRS NO. 23-2835229
----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of August 25, 2000 there were 12,226,769 shares of Common Stock,
$0.01 par value, and 2,989,853 shares of Class A Common Stock, $0.01 par value,
outstanding.
<PAGE> 2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE BON-TON STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 29, January 29,
(In thousands except share and per share data) 2000 2000
---------------------------------------------- ---- ----
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,925 $ 10,807
Trade and other accounts receivable, net of allowance for doubtful accounts
of $2,853 and $3,167 at July 29, 2000 and January 29, 2000, respectively 23,783 27,782
Merchandise inventories 208,819 203,489
Prepaid expenses and other current assets 17,613 12,371
Deferred income taxes 1,474 1,926
--------- ---------
Total current assets 262,614 256,375
--------- ---------
PROPERTY, FIXTURES AND EQUIPMENT AT COST,
less accumulated depreciation and amortization 143,022 144,715
OTHER ASSETS 16,100 16,402
DEFERRED INCOME TAXES 359 --
--------- ---------
TOTAL ASSETS $ 422,095 $ 417,492
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 66,859 $ 67,353
Accrued payroll and benefits 7,439 10,016
Accrued expenses 17,960 26,262
Current portion of long-term debt 6,593 682
Current portion of obligations under capital leases 460 442
Income taxes payable -- 9,832
--------- ---------
Total current liabilities 99,311 114,587
--------- ---------
LONG-TERM DEBT, LESS CURRENT MATURITIES 131,910 106,247
OBLIGATIONS UNDER CAPITAL LEASES, LESS CURRENT MATURITIES 1,197 1,431
DEFERRED INCOME TAXES -- 1,362
OTHER LONG-TERM LIABILITIES 8,365 3,174
--------- ---------
TOTAL LIABILITIES 240,783 226,801
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common Stock-authorized 40,000,000 shares at $0.01 par value; issued and outstanding
shares of 12,226,769 and 12,276,860 at July 29, 2000 and January 29, 2000, respectively 123 123
Class A Common Stock -authorized 20,000,000 shares at $0.01 par value; issued
and outstanding shares of 2,989,853 at July 29, 2000 and January 29, 2000 30 30
Additional paid-in-capital 107,525 108,083
Deferred compensation (395) (2,172)
Retained earnings 74,029 84,627
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 181,312 190,691
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 422,095 $ 417,492
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
2
<PAGE> 3
THE BON-TON STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THIRTEEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED
----------- -----------
(In thousands except per share data) July 29, July 31, July 29, July 31,
(Unaudited) 2000 1999 2000 1999
----------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 156,346 $ 149,449 $ 308,481 $ 291,848
OTHER INCOME, NET 539 521 1,111 1,038
--------- --------- --------- ---------
156,885 149,970 309,592 292,886
--------- --------- --------- ---------
COSTS AND EXPENSES:
Costs of merchandise sold 98,150 92,719 198,599 185,909
Selling, general and administrative 54,175 53,311 108,200 101,871
Depreciation and amortization 4,121 3,145 8,242 6,401
Unusual expense 6,485 -- 6,485 --
--------- --------- --------- ---------
(LOSS) INCOME FROM OPERATIONS (6,046) 795 (11,934) (1,295)
INTEREST EXPENSE, NET 2,821 2,048 5,160 3,968
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (8,867) (1,253) (17,094) (5,263)
INCOME TAX BENEFIT (3,370) (476) (6,497) (2,000)
--------- --------- --------- ---------
LOSS BEFORE EXTRAORDINARY ITEM (5,497) (777) (10,597) (3,263)
EXTRAORDINARY ITEM -loss on early extinguishment of debt,
net of income tax benefit of $232 -- -- -- (378)
--------- --------- --------- ---------
NET LOSS $ (5,497) $ (777) $ (10,597) $ (3,641)
========= ========= ========= =========
PER SHARE AMOUNTS:
BASIC:
Loss before extraordinary item $ (0.37) $ (0.05) $ (0.72) $ (0.22)
Effect of extraordinary item -- -- -- (0.03)
--------- --------- --------- ---------
Net loss $ (0.37) $ (0.05) $ (0.72) $ (0.25)
========= ========= ========= =========
BASIC SHARES OUTSTANDING 14,813 14,715 14,808 14,709
DILUTED:
Loss before extraordinary item $ (0.37) $ (0.05) $ (0.72) $ (0.22)
Effect of extraordinary item -- -- -- (0.03)
--------- --------- --------- ---------
Net loss $ (0.37) $ (0.05) $ (0.72) $ (0.25)
========= ========= ========= =========
DILUTED SHARES OUTSTANDING 14,813 14,715 14,808 14,709
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE> 4
THE BON-TON STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
TWENTY-SIX
WEEKS ENDED
-----------
(In thousands) July 29, July 31,
(Unaudited) 2000 1999
----------- ---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,597) $ (3,641)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 8,242 6,401
Proceeds from sale of accounts receivable, net (10,200) (10,500)
Changes in operating assets and liabilities, net (12,560) (9,186)
--------- ---------
Net cash used in operating activities (25,115) (16,926)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net (6,132) (18,828)
Proceeds from sale of property, fixtures and equipment 6 28
Payment for the acquisition of business, net of cash received -- (2,192)
--------- ---------
Net cash used in investing activities (6,126) (20,992)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt and capital lease obligations (125,942) (123,862)
Proceeds from issuance of long-term debt 157,300 160,300
Exercised stock options 1 6
--------- ---------
Net cash provided by financing activities 31,359 36,444
Net increase (decrease) in cash and cash equivalents 118 (1,474)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,807 10,607
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,925 $ 9,133
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 4,730 $ 3,750
Income taxes paid $ 7,596 $ 7,297
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE> 5
THE BON-TON STORES, INC. AND SUBSIDIARIES
The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on
January 31, 1996 as the successor of a company established on January 31, 1929
and currently operates, as one business segment, 72 retail department stores
located in Pennsylvania, New York, New Jersey, Maryland, Connecticut,
Massachusetts, New Hampshire, Vermont and West Virginia.
1. BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements include accounts of
The Bon-Ton Stores, Inc. and its wholly-owned subsidiaries (the "Company"). All
intercompany transactions and balances have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in accordance
with the instructions for Form 10-Q and do not include all information and
footnotes required by generally accepted accounting principles. In the opinion
of management, all adjustments (primarily consisting of normal recurring
accruals) considered necessary for a fair presentation for interim periods have
been included. The Company's business is seasonal in nature and the results of
operations for the interim periods presented are not necessarily indicative of
the results for the full fiscal year. It is suggested these consolidated
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 2000 (the "1999 Annual Report").
2. RECLASSIFICATIONS:
Certain prior year balances have been reclassified to conform with the current
year presentation.
3. PER SHARE AMOUNTS:
The presentation of earnings per share (EPS) requires a reconciliation of the
numerators and denominators used in the basic and diluted EPS calculations. The
numerator, net loss, is identical in both calculations. The following table
presents a reconciliation of the shares outstanding for the respective
calculations for each period presented on the accompanying Consolidated
Statements of Operations.
<TABLE>
<CAPTION>
THIRTEEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED
----------- -----------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic Calculation 14,813,000 14,715,000 14,808,000 14,709,000
Dilutive Securities--
Restricted Shares -- -- -- --
Options -- -- -- --
---------- ---------- ---------- ----------
Diluted Calculation 14,813,000 14,715,000 14,808,000 14,709,000
---------- ---------- ---------- ----------
Antidilutive shares and options--
Restricted Shares 428,000 553,000 443,000 560,000
Options 1,367,000 1,273,000 1,401,000 1,291,000
</TABLE>
Antidilutive shares and options, consisting of restricted shares and options to
purchase shares outstanding, were excluded from the computation of dilutive
securities due to the Company's net loss position in the thirteen weeks and
twenty-six weeks ended July 29, 2000 and July 31, 1999.
5
<PAGE> 6
THE BON-TON STORES, INC. AND SUBSIDIARIES
The following table reflects the approximate dilutive securities calculated
under the treasury stock method had the Company reported a profit for the
thirteen and twenty-six week periods ended July 29, 2000 and July 31, 1999:
<TABLE>
<CAPTION>
THIRTEEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED
----------- -----------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Approximate Dilutive Securities--
Restricted Shares -- 78,000 -- 86,000
Options -- 28,000 -- 41,000
Antidilutive Options 1,367,000 1,065,000 1,401,000 960,000
</TABLE>
Antidilutive options, options to purchase shares with exercise prices greater
than the average market price, were excluded from the above table.
4. UNUSUAL EXPENSE:
The Company recorded $6.5 million in unusual expenses related to announcements
made in June 2000. On June 9, 2000, the Company announced a workforce reduction
of 187 corporate and store personnel. The workforce reduction affected 137
employees and eliminated 50 unfilled positions. Additionally, on June 27, 2000,
the Company announced the early retirement of Heywood Wilansky, the Company's
President and Chief Executive Officer, and the realignment and elimination of
certain senior management positions. As of July 29, 2000, the remaining accrual
was $6.2 million.
6
<PAGE> 7
THE BON-TON STORES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table summarizes the changes in selected operating indicators,
illustrating the relationship of various income and expense items expressed as a
percentage of net sales for each period presented:
<TABLE>
<CAPTION>
THIRTEEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED
----------- -----------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES 100.0% 100.0% 100.0% 100.0%
OTHER INCOME, NET 0.3 0.3 0.4 0.4
----- ----- ----- -----
100.3 100.3 100.4 100.4
----- ----- ----- -----
COSTS AND EXPENSES:
Costs of merchandise sold 62.8 62.0 64.4 63.7
Selling, general and administrative 34.7 35.7 35.1 34.9
Depreciation and amortization 2.6 2.1 2.7 2.2
Unusual expense 4.1 -- 2.1 --
----- ----- ----- -----
(LOSS) INCOME FROM OPERATIONS (3.9) 0.5 (3.9) (0.4)
INTEREST EXPENSE, NET 1.8 1.3 1.7 1.4
----- ----- ----- -----
LOSS BEFORE INCOME TAXES (5.7) (0.8) (5.5) (1.8)
INCOME TAX BENEFIT (2.2) (0.3) (2.1) (0.7)
----- ----- ----- -----
LOSS BEFORE EXTRAORDINARY ITEM (3.5) (0.5) (3.4) (1.1)
EXTRAORDINARY ITEM - loss on early extinguishment of debt -- -- -- (0.1)
----- ----- ----- -----
NET LOSS (3.5)% (0.5)% (3.4)% (1.2)%
===== ===== ===== =====
</TABLE>
THIRTEEN WEEKS ENDED JULY 29, 2000 COMPARED TO THIRTEEN WEEKS ENDED JULY 31,
1999
For the purposes of the following discussions, all references to "second quarter
of 2000" and "second quarter of 1999" are to the Company's thirteen week period
ended July 29, 2000 and July 31, 1999, respectively.
NET SALES. Net sales were $156.3 million for the thirteen weeks ended July 29,
2000, an increase of 4.6% over the same period last year. Comparable store sales
decreased 2.1% for the period, with coats, womens, cosmetics, accessories, mens
sportswear/furnishings, petite, childrens, intimate and home achieving sales
increases during the quarter.
OTHER INCOME, NET. Net other income, which consisted mainly of income from
leased departments, remained constant at 0.3% of net sales in the second quarter
of 2000 compared to the second quarter of 1999.
COSTS AND EXPENSES. Gross margin in the second quarter of 2000 increased $1.5
million compared to the second quarter of 1999, reflecting the increase in
sales. Gross profit as a percentage of net sales decreased 0.8 percentage points
to 37.2% for the thirteen week period ended July 29, 2000 from 38.0% for the
comparable period last year, primarily reflecting increased promotional activity
in the form of higher markdowns.
Selling, general and administrative expenses for the second quarter of 2000 were
$54.2 million, or 34.7% of net sales, as compared to $53.3 million, or 35.7% of
net sales, in the second quarter of 1999. The increase
7
<PAGE> 8
THE BON-TON STORES, INC. AND SUBSIDIARIES
of $0.9 million in the second quarter of 2000 was primarily attributable to the
cost of operating six new stores, including additional payroll costs, rent
expense, utilities and insurance costs, partially offset by a reduction in
corporate expenses.
Depreciation and amortization increased to 2.6% of net sales in the second
quarter of 2000 from 2.1% of net sales in the second quarter of 1999. The
increase was primarily due to $46.5 million of fixed asset additions in fiscal
1999.
Unusual expense of $6.5 million was incurred in the second quarter of 2000
relating to the early retirement of Mr. Heywood Wilansky as President and Chief
Executive Officer, the realignment and elimination of certain senior management
positions and headcount reduction initiatives implemented by the Company.
(LOSS) INCOME FROM OPERATIONS. Loss from operations in the second quarter of
2000 amounted to $6.0 million, or 3.9% of net sales, compared to income from
operations of $0.8 million, or 0.5% of net sales, in the second quarter of 1999.
The Company sells receivables through its accounts receivable facility to
provide additional working capital. On a pro-forma basis, if the Company had
on-balance sheet financing, it would have reduced selling, general and
administrative expenses by $2.2 million in the second quarter of 2000 and $1.8
million in the second quarter of 1999. The lower selling, general and
administrative expenses would have been offset by a corresponding increase in
interest expense for both periods. The net result of the pro-forma
reclassification would reflect a loss from operations of $3.8 million in the
second quarter of 2000 and income from operations of $2.6 million for the second
quarter of 1999.
INTEREST EXPENSE, NET. Net interest expense increased $773,000 to 1.8% of net
sales in the second quarter of 2000 from $2.0 million, or 1.3% of net sales, in
the second quarter of 1999. The additional interest expense was primarily
attributable to increased average borrowing levels and rates.
NET LOSS. The net loss in the second quarter of 2000 amounted to $5.5 million
compared to a net loss of $0.8 million in the second quarter of 1999.
Due to the seasonal nature of the Company's business, the results for the
current period are not necessarily indicative of the results that may be
achieved for the full fiscal year of 2000.
TWENTY-SIX WEEKS ENDED JULY 29, 2000 COMPARED TO TWENTY-SIX WEEKS ENDED JULY 31,
1999
For the purposes of the following discussions, all references to "2000" and
"1999" are to the Company's twenty-six week period ended July 29, 2000 and July
31, 1999, respectively.
NET SALES. Net sales were $308.5 million for the twenty-six weeks ended July 29,
2000, an increase of 5.7% over the same period last year. Comparable store sales
decreased 1.6% for the period, with coats, cosmetics, womens, home, childrens,
mens sportswear/furnishings, petites and accessories achieving sales increases.
OTHER INCOME, NET. Net other income, which consisted mainly of income from
leased departments, remained constant at 0.4% of net sales in 2000 and 1999.
COSTS AND EXPENSES. Gross margin in 2000 increased $3.9 million compared to
1999, reflecting the increase in sales, partially offset by increased
promotional activity. Gross profit as a percentage of net sales
8
<PAGE> 9
THE BON-TON STORES, INC. AND SUBSIDIARIES
decreased 0.7 percentage points to 35.6% for the twenty-six week period ended
July 29, 2000 from 36.3% for the comparable period last year primarily
reflecting the increased markdowns as a percent to sales.
Selling, general and administrative expenses for 2000 were $108.2 million, or
35.1% of net sales, as compared to $101.9 million, or 34.9% of net sales, in
1999. The increase in 2000 was primarily attributable to the costs associated
with operating six new stores, including additional payroll costs, rent expense,
utilities and insurance costs and a decrease in income from credit operations,
partially offset by a reduction in corporate expenses.
Depreciation and amortization increased to 2.7% of net sales in 2000 from 2.2%
of net sales in 1999. The increase was primarily due to the addition of $46.5
million of new assets in fiscal 1999.
Unusual expense of $6.5 million was incurred in 2000 relating to the early
retirement of Mr. Heywood Wilansky as President and Chief Executive Officer, the
realignment and elimination of certain senior management positions and headcount
reduction initiatives implemented by the Company.
LOSS FROM OPERATIONS. Loss from operations in 2000 amounted to $11.9 million, or
3.9% of net sales, compared to a loss from operations of $1.3 million, or 0.4%
of net sales, in 1999.
The Company sells receivables through its accounts receivable facility to
provide additional working capital. On a pro-forma basis, if the Company had
on-balance sheet financing, it would have reduced selling, general and
administrative expenses by $4.4 million in 2000 and $3.5 million in 1999. The
lower selling, general and administrative expenses would have been offset by a
corresponding increase in interest expense for both periods. The net result of
the pro-forma reclassification would reflect a loss from operations of $7.5
million in 2000 and income from operations of $2.3 million in 1999.
INTEREST EXPENSE, NET. Net interest expense increased to $5.2 million, or 1.7%
of net sales, in 2000 from $4.0 million, or 1.4% of net sales, in 1999. The
increase was primarily attributable to higher average borrowing levels and
rates.
EXTRAORDINARY ITEM. The Company amended its revolving credit facility on April
7, 1999 (see Note 2 of the 1999 Annual Report). As a result of this transaction,
the Company incurred an extraordinary charge of $0.4 million, net of a $0.2
million income tax benefit, in 1999.
NET LOSS. The net loss in 2000 amounted to $10.6 million compared to a net loss
of $3.6 million in 1999.
Due to the seasonal nature of the Company's business, the results for the
current period are not necessarily indicative of the results that may be
achieved for the full fiscal year of 2000.
9
<PAGE> 10
THE BON-TON STORES, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital requirements are currently met through a
combination of cash, borrowings under its revolving credit facility and proceeds
from its accounts receivable facility.
The following table summarizes the Company's liquidity and capital resources:
July 29, July 31,
(Dollars in millions) 2000 1999
--------------------- ---- ----
Working capital $163.3 $149.1
Current ratio 2.64:1 2.59:1
Funded debt to total capitalization 0.43:1 0.39:1
Unused availability under lines of credit $ 23.0 $ 37.7
For the twenty-six weeks ended July 29, 2000, net cash used in operating
activities amounted to $25.1 million as compared to net cash used of $16.9
million for the comparable period last year. The increase in net cash used in
2000 as compared to 1999 was primarily attributable to an increase in the
Company's loss and increased working capital requirements, partially offset by
an increase in long-term liabilities. Accounts receivable decreased $11.2
million in fiscal 2000 compared to a decrease of $15.2 million in fiscal 1999.
Merchandise inventories increased $5.3 million in 2000 compared to an increase
of $1.7 million in 1999. These increases in working capital requirements
primarily reflect the increase in the number of stores and sales in fiscal 2000
compared to fiscal 1999.
Net cash used in investing activities amounted to $6.1 million in 2000 compared
to $21.0 million for the comparable period last year. The decrease in net cash
used for the twenty-six week period ended July 29, 2000 primarily reflects a
reduction in capital expenditures.
Net cash provided by financing activities amounted to $31.4 million for 2000
compared to $36.4 million for the comparable period of 1999. The decrease in
cash provided by financing activities in 2000 was primarily attributable to
increased payments on the Company's long-term debt and decreased advances from
the Company's revolving credit facility.
The Company anticipates its cash flow from operations, supplemented by
borrowings under its revolving credit facility and proceeds from its accounts
receivable facility, will be sufficient to satisfy its operating cash
requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not believe its interest rate risks, as described in the 1999
Annual Report, have changed materially.
10
<PAGE> 11
THE BON-TON STORES, INC. AND SUBSIDIARIES
"SAFE HARBOR" STATEMENT
Certain information included in this report and other materials filed or to be
filed by the Company with the Securities and Exchange Commission contains
statements that are forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements, which may be
identified by words such as "may," "will," "plan," "expect," "anticipate,"
"estimate," "project," "intend" or other similar expressions, involve important
risks and uncertainties that could significantly affect anticipated results in
the future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, uncertainties affecting retail in
general, such as consumer confidence and demand for soft goods; risks relating
to leverage and debt service; competition within markets in which the Company's
stores are located; and the need for, and costs associated with, store
renovations and other capital expenditures.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in any legal proceedings since the
Company's disclosure in its 1999 Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 13, 2000, the Company held its Annual Meeting of Shareholders. The
following matters were submitted for vote:
1. The following individuals were nominated and elected to serve
as the directors of the Company:
<TABLE>
<S> <C> <C>
M. Thomas Grumbacher For: 39,856,364
Withhold Authority: 1,094,068
Heywood Wilansky For: 39,856,364
Withhold Authority: 1,094,068
Samuel J. Gerson For: 39,662,164
Withhold Authority: 1,288,268
Michael L. Gleim For: 39,856,364
Withhold Authority: 1,094,068
Lawrence J. Ring For: 39,856,364
Withhold Authority: 1,094,068
Robert C. Siegel For: 39,856,364
Withhold Authority: 1,094,068
Leon D. Starr For: 39,856,364
Withhold Authority: 1,094,068
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C> <C>
Frank Tworecke For: 39,856,364
Withhold Authority: 1,094,068
Leon F. Winbigler For: 39,856,364
Withhold Authority: 1,094,068
Thomas W. Wolf For: 39,856,364
Withhold Authority: 1,094,068
</TABLE>
2. The holders of 38,854,240 shares voted in favor of, the
holders of 2,073,257 shares voted against and the holders of
22,935 shares abstained with respect to the approval and
adoption of The Bon-Ton Stores, Inc. 2000 Stock Incentive
Plan.
3. The holders of 35,850,087 shares voted in favor of, the
holders of 3,061,501 voted against and the holders of 24,971
shares abstained with respect to the approval and adoption of
The Bon-Ton Stores, Inc. 2000 Performance-Based Compensation
Plan for Heywood Wilansky.
4. The holders of 40,817,935 shares voted in favor of, the
holders of 84,643 shares voted against and the holders of
431,484 shares abstained with respect to the ratification of
the appointment of Arthur Andersen LLP to serve as the
Company's independent accountants for 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed pursuant to the requirements of Item 601 of
Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.1 Seventh Amendment to the Credit Agreement
10.2 The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan
10.3 Separation Agreement and General Release by and between Heywood
Wilansky and The Bon-Ton Stores, Inc.
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K filed during the quarter.
A Current Report on Form 8-K dated June 27, 2000 was filed related to
the retirement of Heywood Wilansky, President and Chief Executive
Officer.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BON-TON STORES, INC.
DATE: September 8, 2000 BY: /s/ Michael L. Gleim
-------------------- -----------------------
Michael L. Gleim
Vice Chairman and
Chief Operating Officer
DATE: September 8, 2000 BY: /s/ James H. Baireuther
-------------------- --------------------------
James H. Baireuther
Executive Vice President and
Chief Financial Officer
13
