The Elder-Beerman Stores Corp.

3155 El-Bee Road
Dayton, Ohio 45439-1919
U.S.A.
Telephone: (937) 296-2700
Fax: (937) 296-4674
Web site: http://www.elder-beerman.com

Wholly Owned Subsidiary of The Bon-Ton Stores, Inc.
Incorporated: 1911 as Elder & Johnston Company
Employees: 6,053
Sales: $670.6 million (2003)
NAIC: 452110 Department Stores

The Elder-Beerman Stores Corp. is one of the largest regional department store retailers in the midwestern United States. It operates a total of 69 department stores, 29 of which are located in Ohio, ten in Indiana, eight each in West Virginia and Michigan, five in Wisconsin, three each in Kentucky and Illinois, two in Pennsylvania, and a single store in Iowa. The company also operates two furniture stores in Ohio. The department stores are generally located in smaller to midsized markets. There, Elder-Beerman is often able to garner an anchor location in medium-sized malls and become each community's primary supplier of soft goods. Elder-Beerman stores range in size from 40,000 to 217,000 square feet, with the median size being 70,000 square feet. Brand name products generate the bulk of the total sales. Prominent brand names include Liz Claiborne, Tommy Hilfiger, Chaps by Ralph Lauren, Estée Lauder, and Wamsutta. The merchandise mix is approximately 78 percent apparel, shoes, and accessories and about 22 percent home furnishings.

Like many department store chains, Elder-Beerman fell on hard times late in the 20th century, primarily because of intensifying competition from non-mall-based discounters. The company was forced to file for bankruptcy protection in October 1995. Elder-Beerman finally emerged from bankruptcy in December 1997 and went public the following February. After recording profits in both 1998 and 1999, the company fell back into the red in 2000, where it stayed into 2003, when a months-long takeover battle ensued. The Bon-Ton Stores, Inc., a York, Pennsylvania–based operator of 72 department stores in the eastern United States, emerged victorious, purchasing Elder-Beerman for $92.8 million in October 2003.

Histories of the Two Predecessor Firms

The Elder-Beerman Stores Corp. was formed through the 1962 merger of Beerman Stores, Inc., and the Elder & Johnston Company. Known as "The Store with the Friendly Spirit," the Elder & Johnston Company had roots in the pre-20th-century Boston Dry Goods Store located on East Third Street in Dayton, Ohio. William Hunter, Jr., Russell Johnston, and Thomas Elder, who had all worked as traveling salesmen for the venerable eastern retail firm Jordan, Marsh and Company, founded the company in 1883. After scouting the Dayton retail environment, the three partners purchased all the stock and business of a firm that had suffered heavy losses in a fire.

The partners' Boston Dry Goods Store (it was popular in the Midwest to name retail stores after prominent eastern cities) stated its objective in its first advertisement as: "To present to the public good, dependable merchandise at sensible prices." The growing establishment moved into Dayton's first skyscraper, the Reibold Building, in 1896 and incorporated as the Elder & Johnston Company in 1911. In the meantime, Johnston died and Hunter retired, leaving Elder to run the company until his death in 1936. Elder's son Robert had joined the company in 1908 after graduating from Princeton and, upon his father's death, became president. He served as president, and later chairman of the board, until retiring in 1955. Thomas Elder Marshall, a grandson of the founder, joined Elder & Johnston in 1946 and succeeded Robert Elder as president in 1953. He advanced to chairman of the board in 1956. Marshall inaugurated a semi-annual custom of giving each employee of Elder & Johnston a red rose—he had a hobby of cultivating both roses and employee goodwill.

Beerman Stores, Inc., was founded in the late 1930s by Arthur Beerman, who had moved to Dayton from Pennsylvania in 1930 at the age of 22. He went to work for brothers Chester and Raymond Adler at their home furnishings and children's clothing stores. But Beerman would not be satisfied with being a mere employee. He founded Beerman Realty Co. in the mid-1930s and would parlay savvy real estate holdings into an Ohio retail empire. During the early 1940s, Beerman opened several neighborhood "Cotton Shops," offering house dresses and aprons. The entrepreneur soon added infants' and children's wear to boost sales in the winter months, and the business incorporated in 1945.

Through his realty venture, Beerman began acquiring and developing neighborhood strip shopping centers in anticipation of the suburban exodus. When a deal to rent a two-story shopping building fell through in 1950, he took advantage of the empty space and established his own Beerman Budget department store. His venture appealed to value-oriented shoppers with its "Beerman's for Bargains" slogan. In 1953, Beerman formed Bee Gee Shoe Corporation, a partnership with Max Gutmann, to operate leased shoe departments within the stores. In 1956, Beerman bought his former employer's Home Store and opened his first shoe store, which later evolved into the El-Bee Shoe Outlet chain. Within three years, he had six stores located at shopping centers around Dayton. By 1961, Beerman had opened two additional stores and expanded into housewares.

Creation of Elder-Beerman Through 1962 Merger

Arthur Beerman acquired a controlling interest in, and the chairmanship of, Elder & Johnston in December 1961. Although he had originally planned to keep the two ventures separate, he merged Elder & Johnston with his own firm early in 1962 and closed the older retailer's flagship downtown store. Thomas E. Marshall, former president of Elder & Johnston, became president and chief executive officer of the newly formed chain, and Max Gutmann became senior vice-president and general manager.

The Elder-Beerman Stores Corp.'s first-year sales were estimated at $30 million. The union facilitated the establishment of branch stores, and the firms' combined buying power helped transform Beerman's bargain image into a more fashion-oriented reputation. Public trading in Elder-Beerman shares began in 1966, but the Beerman family and insiders would continue to hold the vast majority of shares, more than 70 percent.

The new alliance was embroiled in a retail rivalry throughout the 1960s that Arthur Beerman, who was known as "confrontational," took to the courts. In 1961, he filed a $15 million federal antitrust suit against Rike's, which was owned by retail giant Federated Department Stores. Beerman had offered to sell his stores to Rike's in 1959, but was rebuffed by the long-established rival. Although Beerman's stores had initially cultivated a budget orientation by offering lower-priced merchandise, executives hoped to transform the merged chain into a classier operation by offering brand-name goods. Arthur Beerman, however, claimed that Rike's and Federated conspired with suppliers to keep many better quality brand names out of Beerman stores through "exclusive" contracts.

Beerman won a $3.8 million judgment, including triple damages (a stipulation of antitrust law), when the case came to trial in 1969, but the verdict was reversed on appeal. Before the appeal trial, a settlement was reached in which Rike's agreed to pay Elder-Beerman $1.2 million—the original judgment without treble damages. As part of the settlement, the Dayton Mall had to provide direct access from its parking lot to an adjacent Elder-Beerman store. Beerman had accused the mall, its developer Edward J. DeBartolo, and its major tenant, Rike's, of excluding his company from the mall. After defeating Rike's in court, Elder-Beerman supplanted its competitor as the Dayton area's preeminent retailer in the late 1970s.

Dramatic Growth Under Gutmann: 1970s–80s

Elder-Beerman continued to blanket the Dayton area throughout the 1960s and opened its first out-of-town store (in Hamilton, Ohio, north of Cincinnati) in 1968, just two years before Arthur Beerman's death. In 1970, Beerman's longtime partner, Max Gutmann, became president. A native of Germany, Gutmann and his family fled Nazi persecution during World War II. When he ultimately arrived in the United States, the teenager joined the Army and served in Europe. After the war, one of his first jobs was operating the leased shoe department at Dayton's Adler & Childs department store. Gutmann had joined Arthur Beerman to form the Bee Gee Shoe Corp. in the early 1950s and rose in the executive ranks. He became chief executive officer and chairman in 1974, the same year that the chain crossed state lines and established a store in Richmond, Indiana.

Elder-Beerman grew dramatically under Gutmann's guidance. The leader expanded the retail chain internally, building seven local stores before the end of the 1970s, and pursuing an aggressive acquisitions policy. In 1969, Elder-Beerman bought Everybody's Office Outfitters and made it a wholly owned subsidiary, El-Bee Office Outfitters, by 1973. In 1978, Elder-Beerman acquired four of Cincinnati's Mabley & Carew stores, which boasted $20 million in sales the previous year. The 101-year-old Mabley & Carew chain had been acquired previously by national retail powerhouse Allied Stores Corp., which operated the stores from 1961 to 1978.

Company Perspectives:

Our Mission—To be successful we will remain enthusiastically and meticulously focused on three core competencies: Quality, value and selection in our merchandise offerings. Convenient, attractive store locations. Friendly, capable service.

By focusing on our objectives we will create value for our shareholders, customers, associates, and the communities we serve.

Elder-Beerman purchased Texas-based Margo's LaMode chain of women's specialty stores from Alexander's Inc. for $7 million in 1981. Founded in the 1930s and owned by Alexander's from 1979 to 1981, Margo's operated 72 stores in Texas, Arkansas, Oklahoma, and New Mexico. The southwestern specialty chain Regan's was acquired in 1984, and its 20 stores were appended to Margo's. After a reorganization, the combined division encompassed 80 stores managed from Dallas. A total of 26 Spare Change discount junior sportswear stores in Ohio, Indiana, Kentucky, and West Virginia were acquired in 1982 and merged into the Margo's chain in 1986. In 1985, Elder-Beerman purchased three R.H. Macy & Co. stores in the Toledo, Ohio, area. Although the company had adopted a policy of avoiding larger urban markets beginning in the early 1980s, it entered Toledo with the assurance that it would begin as the city's number two department store in terms of volume.

Elder-Beerman celebrated its centenary in 1983 with the theme "100 years in the making and still something new every day." The company's sales grew 187 percent from 1975 to 1985, to $312 million, and net profit increased 236 percent to $7.3 million over the same period. Much of this growth was credited to Gutmann's dynamic leadership.

Elder-Beerman was taken private in 1987 by the E-B Acquisition Co., a vehicle of several executives and members of the Beerman family, including Jessie Beerman, Arthur's widow; Barbara Beerman Weprin, their adopted daughter; her husband, William S. Weprin; and Leonard Beerman Peal, a first cousin. The company purchased the remaining 30 percent of Elder-Beerman it did not already own for an estimated $30.7 million, or $33 per share. In 1986, the company posted sales of $380.8 million and net profit of $6.3 million. As consolidation in the retail industry overall accelerated during the 1980s, Elder-Beerman found itself one of the few family-owned, independent department store chains. Local observer James Bohman, of the Dayton Daily News, noted that, by 1989, the Beermans ranked among Ohio's 25 wealthiest families.

Elder-Beerman acquired Meis of Illiana's ten-store chain, which operated locations in Indiana, Illinois, and Kentucky, from the Brown Group Inc. in 1989. The chain was founded by the Meis (sounds like "lease") family in 1924 and sold to the Brown Shoe Co. of St. Louis, Missouri, in 1972. At the time of its sale to Elder-Beerman, Meis was considered one of western Indiana's leading retailers.

Falling into and Emerging Out of Bankruptcy in the 1990s

Gutmann retired in 1991. In addition to the dramatic growth that occurred during his watch, another legacy of Gutmann's leadership was the distinctive blue used in Elder-Beerman's logo—blue was one of the chairman's favorite colors. Gutmann was followed at Elder-Beerman's helm by Herbert O. Glaser, who had served as president of the department store unit from 1984 to 1989, and then as president and chief operating officer. He retained the post of COO only two years before retiring. Glaser was succeeded by Milton E. Hartley, chairman of the board and chief executive officer. The company continued to expand throughout these upper management shifts, opening 11 stores and a distribution center between 1991 and 1994.

Key Dates:

1883:: William Hunter, Jr., Russell Johnston, and Thomas Elder open the Boston Dry Goods Store in Dayton, Ohio.
1911:: The firm incorporates as Elder & Johnston Company.
Early 1940s:: Arthur Beerman begins opening several neighborhood "Cotton Shops" in Dayton.
1945:: Beerman incorporates his business as Beerman Stores, Inc.
1953:: In partnership with Max Gutmann, Beerman forms Bee Gee Shoe Corporation, operator of leased shoe departments in Beerman Stores outlets.
1956:: Beerman forms a shoe store chain that is eventually known as El-Bee Shoe Outlets.
1961:: Arthur Beerman acquires a controlling interest in Elder & Johnston.
1962:: Beerman Stores and Elder & Johnston are merged to form The Elder-Beerman Stores Corp.
1966:: Elder-Beerman stock begins trading publicly, but the Beerman family and insiders continue to own the vast majority of shares.
1968:: The first store outside the Dayton area is opened in Hamilton, Ohio.
1970:: Beerman dies; Gutmann is named president.
1974:: A store is established in Richmond, Indiana, the first outside of Ohio.
1981:: Elder-Beerman acquires the Texas-based Margo's LaMode chain of women's specialty stores.
1987:: The company is taken private by several executives and members of the Beerman family.
1989:: The company acquires Meis of Illiana's ten-store chain, located in Indiana, Illinois, and Kentucky.
1995:: Elder-Beerman is forced to file for Chapter 11 bankruptcy protection.
1996:: The Margo's chain is closed down and 32 shoe stores are also shuttered.
1997:: The company emerges from bankruptcy, mainly owned by creditors.
1998:: Elder-Beerman is taken public with a listing on the NASDAQ; the company adds 11 more stores by acquiring the Stone & Thomas department store chain, which is centered in West Virginia.
2000:: The company announces plans to concentrate more on smaller stores located in smaller communities.
2003:: The Bon-Ton Stores, Inc. acquires Elder-Beerman for $92.8 million.

By the end of 1994, Elder-Beerman was operating 48 department stores in seven states, having expanded into Michigan, West Virginia, and Wisconsin. In 1993 the company made profits of $15.9 million on sales of $566 million, but the next year Elder-Beerman posted a $1.3 million net loss after writing off its Margo's and El-Bee Shoe Outlet operations. The company decided to place these loss-making businesses on the block and concentrate on its core department stores. The Elder-Beerman department stores, meantime, were facing increasing competition not only from ever expanding retail giant Wal-Mart Stores, Inc. but also from the entrance of discount department store operator Kohl's Corporation into its territory. By September 1995 Elder-Beerman was in serious trouble because of heavy borrowing, slow sales, and a new, high-volume merchandising strategy. Hartley resigned that month, and both Gutmann and Glaser returned to the company to attempt a rescue. Nevertheless, short of funds to buy inventory for the upcoming holiday season, Elder-Beerman was forced to file for Chapter 11 bankruptcy protection in October 1995.

One of the company's first moves under bankruptcy protection was to close down the entire Margo's chain, 32 of its shoe stores, and two outlet stores. These closures were completed in early 1996. The company later closed down another 30 shoe stores and one of its three furniture stores. Elder-Beerman also fended off takeover attempts by two rival department store chains, Milwaukee-based Carson Pirie Scott & Company and Tennessee-based Proffitt's, Inc. The company signaled its intention to remain independent by hiring a new president and CEO in January 1997. Frederick J. Mershad, who had been born in Dayton, had previously been president and chief executive of Proffitt's Stores Division. He replaced Gutmann, who remained chairman. Elder-Beerman also announced a five-year plan that included spending $15 million to open several new stores and renovate several existing ones. Its department stores returned to a merchandise mix offering a broad range of moderately priced to upscale brands, in contrast to the mix that had been introduced shortly before the bankruptcy filing that coupled more expensive brand-name apparel brands with an assortment of low-end merchandise. In December 1997 Elder-Beerman fi-nally emerged from bankruptcy, mostly owned by its creditors but with the Beerman family retaining a small stake. Mershad was named company chairman at this time, succeeding Gutmann. In February 1998 the company was taken public on the NASDAQ through a public offering of more than 12 million shares of common stock at $14 per share. At the time, the company was running 50 department stores, two furniture stores, and 68 El-Bee and Shoebilee! shoe stores.

Elder-Beerman returned to profitability in 1998, reporting profits of $25.5 million on sales of $658 million. Growth was high on the agenda that year. In July 1998 the company paid about $38 million for the 21-store Stone & Thomas department store chain, which operated mainly in Virginia and West Virginia. Eight of the locations in these states, including all those situated in Virginia, were immediately resold. Two others were closed down. Elder-Beerman retained nine stores in West Virginia as well as one each in Ohio and Kentucky. Also in July 1998, Elder-Beerman finally succeeded in opening a store in the Dayton Mall, where it had been barred from becoming a tenant nearly three decades earlier. At 212,000 square feet, it was one of the largest in the chain. Two months later the company expanded into Pennsylvania for the first time, opening a 119,800-square-foot store in Erie. To secure funds for the Stone & Thomas acquisition and to pay down debt, Elder-Beerman in August conducted a secondary offering of common stock that raised more than $61 million.

Dropping Back into the Red in the Early 2000s

Disappointing sales, particularly at the newly acquired outlets, hurt 1999 profits, which fell to $15.2 million. The shoe store chains, which had turned unprofitable again, were sold off in January 2000, allowing management to better focus on the department stores. In an attempt to turn around the department store operations, Elder-Beerman began opening up smaller units in smaller cities. For instance, in October 1999 a 56,000-square-foot store was opened in Warsaw, Indiana, which was located in a county with a population of about 35,000. Similarly, a store of like size opened in Frankfort, Kentucky, in November 1999, targeting a county whose population numbered about 46,000 people. In such towns, Elder-Beerman was less likely to face competition from the top department store retailers.

Around this time, however, Elder-Beerman began facing a fierce uprising among its major shareholders, who were upset with a sharp decline in the firm's stock price. They eventually initiated a proxy fight, nominating their own slate of candidates for the three board positions that would be up for a vote in August 2000. After its stock fell to an all-time low of $4 in June, the company ousted its president and COO, John Muskovich, and then adopted the dissidents' slate of candidates as well as several changes to its corporate governance policies. Also in August 2000, Elder-Beerman announced a major restructuring involving the elimination of 200 jobs, 130 from the headquarters, an acceleration in the development of smaller stores, and changes in the merchandise mix to include more lower-priced items. Three more of the smaller stores opened in time for the 2000 holiday season. They were located in Howell, Michigan; West Bend, Indiana; and Jasper, Indiana. Another four Elder-Beerman outlets opened during 2001, in Alliance, Ohio; Dubois, Pennsylvania; and Plover and Kohler, Wisconsin. All of these new stores were less than 75,000 square feet in size.

Restructuring charges pushed Elder-Beerman to a loss of $6.7 million on revenues of $687.6 million in 2000. The following year the company trimmed its loss to $900,000, but sales fell to $670.3 million. At the end of 2001 Mershad retired. After a brief period of interim leadership under new Chairman Steven C. Mason, former chairman and CEO of the Mead Corporation, a Dayton-based paper firm, Byron Bergren was brought on-board as president and CEO in February 2002. A veteran retailing executive, Bergren had most recently headed up the southern division of Charlotte, North Carolina–based Belk Inc., a privately held department store chain.

The new leader focused on cutting costs and improving the balance sheet during 2002. About 100 jobs were cut from the workforce in April, and then one month later the company made the historic decision to close its downtown store in Dayton. The latter move came after it became increasingly evident that the chain's smaller stores in smaller markets were more profitable than its larger units in midsized cities such as Dayton. As it focused on improving its finances, including trimming its long-term debt by $33.4 million, Elder-Beerman slowed down its expansion program, debuting only one new smaller unit, which opened in March 2002 in Coldwater, Michigan. For the year, the company stayed in the red, but the $14.2 million loss was directly attributable to a $15.1 million charge that was taken for a change in accounting principles.

Takeover by Bon-Ton Stores in 2003

The retail environment remained intensely competitive in 2003, and the consolidation of the department store industry was proceeding apace. Elder-Beerman was vulnerable to a takeover because of its weak financial performance and the continued depressed value of its stock, which dipped below $2 per share early in 2003. In May of that year, the company entered into negotiations with EB Acquisitions Ltd., an Ohio-based investment company, but Elder-Beerman executives soon concluded that the principals behind the potential acquirer were "unqualified." One month later, Elder-Beerman announced that it had agreed to sell the company to Wright Holdings Inc., an acquisition vehicle for Goldner Hawn Johnson & Morrison Inc., a Minneapolis private equity firm. The agreed upon price was $6 per share, or $69 million. In late July, however, The Bon-Ton Stores, Inc. stepped in with an offer to buy Elder-Beerman for $7 per share, or $80 million. Bon-Ton, of York, Pennsylvania, operated 72 department stores in Connecticut, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, and West Virginia—making for an excellent geographic fit with the territory of Elder-Beerman. Bon-Ton's strategy of focusing on smaller, secondary markets was also similar to that of Elder-Beerman. The Bon-Ton offer set off a bidding war, with each party topping the other's offers, until Bon-Ton prevailed in mid-September 2003 with an offer of $8 per share, or $92.8 million. The deal closed in October, the same month that Elder-Beerman opened its 69th store in Muscatine, Iowa, marking the chain's first presence in that state; this was also the 12th smaller format Elder-Beerman store. The 11th such store had debuted earlier in the year in DeKalb, Illinois.

Elder-Beerman became a subsidiary of Bon-Ton, with Bergren initially staying on as president and CEO. The stores also continued to operate under the Elder-Beerman name. In January 2004 Bon-Ton Stores announced plans to eliminate 311 of the 450 jobs at the Elder-Beerman headquarters in Dayton in order to eliminate duplicate staff. More changes were anticipated as Bon-Ton proceeded with the integration of the two companies.

Principal Subsidiaries

The El-Bee Chargit Corp.

Principal Competitors

J.C. Penney Corporation, Inc.; Sears, Roebuck and Co.; Federated Department Stores, Inc.; The May Department Stores Company; Marshall Field's; Wal-Mart Stores, Inc.; Kohl's Corporation; Mervyn's.

The Elder-Beerman Stores Corp

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