UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Filed by the Registrantþ | ||
Filed by a Party other than the Registranto | ||
Check the appropriate box: | ||
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Section 240.14a-12 |
THE BON-TON STORES, INC.
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
Sincerely, | |
Tim Grumbacher | |
Chairman of the Board |
1. | To elect a nine-member Board of Directors for a one-year term. | |
2. | To ratify the appointment of KPMG LLP as independent auditor for 2005. | |
3. | To consider any other matters as may properly come before the meeting. |
Robert E. Stern | |
Vice President, | |
General Counsel and Secretary |
Proxy Statement | 1 | ||||
Voting Procedures and Security Ownership | 1 | ||||
Outstanding Shares and Voting Rights | 1 | ||||
Principal Shareholders | 3 | ||||
Security Ownership of Directors and Executive Officers | 5 | ||||
Election of Directors | 6 | ||||
Board and Board Committee Information | 7 | ||||
Compensation of Directors | 9 | ||||
Ratification of the Appointment of the Independent Auditor | 10 | ||||
Executive Compensation | 12 | ||||
Summary Compensation Table | 12 | ||||
Stock Option Grants | 13 | ||||
Stock Option Exercises and Holdings | 13 | ||||
Employment Agreements | 14 | ||||
Supplemental Retirement Benefits | 16 | ||||
Executive Severance | 16 | ||||
Equity Compensation Plan Information | 16 | ||||
Stock Performance Graph | 18 | ||||
Report on Executive Compensation | 18 | ||||
Report of the Audit Committee | 22 | ||||
Section 16(a) Beneficial Ownership Reporting Compliance | 23 | ||||
Related Party Transactions | 23 | ||||
Shareholder Proposals | 23 |
• | Internet: You can vote over the Internet at the web address shown on your proxy card. Internet voting is available 24 hours a day. If you have access to the Internet, we encourage you to vote this way.If you vote over the Internet, do not return your proxy card. |
• | Telephone: You can vote by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.If you vote over the telephone, do not return your proxy card. |
• | Proxy Card: You can vote by signing, dating and mailing your proxy card in the postage-paid envelope provided. |
• | Vote in Person: You can attend the Annual Meeting and vote at the meeting. |
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Class A Common Stock | Common Stock(1) | |||||||||||||||
Number of | Number of | |||||||||||||||
Name and Address | Shares | Percent | Shares | Percent | ||||||||||||
Tim Grumbacher 2801 E. Market Street York, PA 17402 | 2,406,253 | 81.53 | % | 5,883,475 | (2) | 36.50 | % | |||||||||
Dimensional Fund Advisors, Inc. 1299 Ocean Avenue Santa Monica, CA 90401 | — | — | 1,041,853 | (3) | 7.62 | % | ||||||||||
Henry F. Miller 1650 Arch Street – 22ndFloor Philadelphia, PA 19103 | 545,237 | (4) | 18.47 | % | 799,414 | (5) | 5.62 | % | ||||||||
Thomas W. Wolf 2801 E. Market Street York, PA 17402 | 545,237 | (4) | 18.47 | % | 871,374 | (6) | 6.13 | % | ||||||||
David R. Glyn 1650 Arch Street – 22ndFloor Philadelphia, PA 19103 | 545,237 | (4) | 18.47 | % | 645,601 | (7) | 4.54 | % | ||||||||
M. Thomas Grumbacher Trust dated March 9, 1989 for benefit of Matthew Reed Grumbacher 1650 Arch Street – 22ndFloor Philadelphia, PA 19103 | 181,746 | (8) | 6.16 | % | 202,898 | (8) | 1.47 | % | ||||||||
M. Thomas Grumbacher Trust dated March 9, 1989 for benefit of Beth Anne Grumbacher Elser 1650 Arch Street – 22ndFloor Philadelphia, PA 19103 | 181,746 | (8) | 6.16 | % | 202,898 | (8) | 1.47 | % | ||||||||
M. Thomas Grumbacher Trust dated March 9, 1989 for benefit of Max Aaron Grumbacher 1650 Arch Street – 22ndFloor Philadelphia, PA 19103 | 181,746 | (8) | 6.16 | % | 202,898 | (8) | 1.47 | % |
(1) | Each share of Class A common stock is convertible into one share of common stock at the holder’s option. Accordingly, the number of shares of common stock for each person includes the number of shares of common stock issuable upon conversion of all shares of Class A common stock beneficially owned by such person. Also, the total number of shares of common stock outstanding for purposes of calculating percentage ownership of a person includes the number of shares of Class A common stock beneficially owned by such person. |
(2) | Includes (a) 165,773 shares of common stock held by The Grumbacher Family Foundation, a charitable foundation of which Mr. Grumbacher, Nancy T. Grumbacher (Mr. Grumbacher’s wife), Henry F. Miller and Thomas W. Wolf are the directors, and (b) 11,960 shares of common stock held by trusts for the benefit of Mr. Grumbacher’s grandchildren of which Ms. Grumbacher, Beth Elser, Mr. Wolf and David R. Glyn are the trustees. Mr. Grumbacher disclaims beneficial ownership of all shares referred to above. Also includes options exercisable within 60 days of April 8, 2005 to purchase 44,550 shares of common stock and 365,205 shares which are subject to forfeiture as provided in the Company’s Amended and Restated 2000 Stock Incentive Plan. |
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(3) | Based solely on a Schedule 13G dated February 9, 2005 filed with the Securities and Exchange Commission by Dimensional Fund Advisors, Inc. |
(4) | Consists of Class A common stock held by trusts for the benefit of Tim Grumbacher’s children of which Thomas W. Wolf, Henry F. Miller and David R. Glyn are the trustees. Messrs. Wolf, Miller and Glyn each disclaim beneficial ownership of all shares referred to in this note. |
(5) | Consists of (a) 165,773 shares of common stock held by The Grumbacher Family Foundation, a charitable foundation of which Tim Grumbacher, Nancy T. Grumbacher, Thomas W. Wolf and Mr. Miller are the directors, (b) 545,237 shares of Class A common stock and 63,454 shares of common stock held by trusts for the benefit of Mr. Grumbacher’s children of which Mr. Miller, Mr. Wolf and David R. Glyn are the trustees, and (c) 24,950 shares of common stock held by other trusts for the benefit of Mr. Grumbacher’s children of which Messrs. Wolf, Miller and Glyn are the trustees. Mr. Miller disclaims beneficial ownership of all shares referred to in this note. |
(6) | Includes (a) 545,237 shares of Class A common stock and 63,454 shares of common stock held by trusts for the benefit of Tim Grumbacher’s children of which Mr. Wolf, Henry F. Miller and David R. Glyn are the trustees, (b) 165,773 shares of common stock held by The Grumbacher Family Foundation, a charitable foundation of which Tim Grumbacher, Nancy T. Grumbacher, and Messrs. Wolf and Miller are the directors, (c) 24,950 shares of common stock held by other trusts for the benefit of Mr. Grumbacher’s children of which Messrs. Wolf, Miller and Glyn are the trustees, and (d) 11,960 shares of common stock held by trusts for the benefit of Mr. Grumbacher’s grandchildren of which Nancy T. Grumbacher, Beth Elser and Messrs. Wolf and Glyn are the trustees. Mr. Wolf disclaims beneficial ownership of all shares referred to above. Also includes options exercisable within 60 days of April 8, 2005 to purchase 5,000 shares of common stock. |
(7) | Consists of (a) 545,237 shares of Class A common stock and 63,454 shares of common stock held by trusts for the benefit of Tim Grumbacher’s children of which Mr. Glyn, Thomas W. Wolf and Henry F. Miller are the trustees, (b) 24,950 shares of common stock held by other trusts for the benefit of Mr. Grumbacher’s children of which Messrs. Wolf, Miller and Glyn are the trustees, and (c) 11,960 shares of common stock held by trusts for the benefit of Mr. Grumbacher’s grandchildren of which Nancy T. Grumbacher, Beth Elser and Messrs. Wolf and Glyn are the trustees. Mr. Glyn disclaims beneficial ownership of all shares referred to in this note. |
(8) | In notes (4), (5), (6) and (7) above, we discussed trusts for the benefit of Tim Grumbacher’s children, of which Thomas W. Wolf, Henry F. Miller and David R. Glyn serve as trustees. This is one of such trusts. |
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Class A Common Stock | Common Stock(1) | |||||||||||||||
Shares | Shares | |||||||||||||||
Beneficially | Beneficially | |||||||||||||||
Name | Owned | Percent | Owned | Percent | ||||||||||||
Tim Grumbacher | 2,406,253 | 81.53 | % | 5,883,475 | (2) | 36.50 | % | |||||||||
James H. Baireuther | — | — | 181,000 | (3) | 1.32 | % | ||||||||||
Robert B. Bank | — | — | — | * | ||||||||||||
Byron L. Bergren | — | — | 35,000 | (4) | * | |||||||||||
Philip M. Browne | — | — | 2,500 | * | ||||||||||||
Shirley A. Dawe | — | — | — | * | ||||||||||||
Lynn C. Derry | — | — | 9,989 | (3) | * | |||||||||||
Marsha M. Everton | — | — | 860 | * | ||||||||||||
John S. Farrell | — | — | 22,717 | (3) | * | |||||||||||
Michael L. Gleim | — | — | 373,242 | (5) | 2.73 | % | ||||||||||
Robert E. Salerno | — | — | 2,100 | * | ||||||||||||
Thomas W. Wolf | 545,237 | (6) | 18.47 | % | 871,374 | (7) | 6.13 | % | ||||||||
James M. Zamberlan | — | — | 7,000 | (4) | * | |||||||||||
All directors and executive officers as a group (23 persons) | 2,951,490 | 100.00 | % | 7,353,265 | (8) | 43.66 | % |
* | less than 1% |
(1) | See note (1) to Principal Shareholders table. |
(2) | See note (2) to Principal Shareholders table. |
(3) | Includes options exercisable within 60 days of April 8, 2005 to purchase the number of shares indicated as to each of the following: Mr. Baireuther — 10,000 shares; Ms. Derry — 5,000 shares; Mr. Farrell — 3,000 shares. |
(4) | These shares were issued pursuant to the Company’s Amended and Restated 2000 Stock Incentive Plan and are subject to forfeiture as provided in said Plan. |
(5) | Includes 73,000 shares owned by Mr. Gleim’s spouse and 5,700 shares which Mr. Gleim holds as custodian for his grandchildren. Mr. Gleim disclaims beneficial ownership of all of the foregoing shares. Also includes options exercisable within 60 days of April 8, 2005 to purchase 116,373 shares. |
(6) | See note (4) to Principal Shareholders table. |
(7) | See note (6) to Principal Shareholders table. |
(8) | See notes (2), (3), (4), (5) and (7) above. Includes 675 shares held in an IRA plan by the spouse of an executive officer as to which the executive officer disclaims beneficial ownership. Also includes options exercisable within 60 days of April 8, 2005 to purchase 223,905 shares. |
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President of Robert B. Bank Advisory Services, a private capital investment and consulting firm, since 1990.
President and Chief Executive Officer of Bon-Ton since August 2004. Mr. Bergren joined the Company in November 2003 as Vice Chairman, and has served as President and Chief Executive Officer of The Elder-Beerman Stores Corp. since February 2002. He served as Chairman of the Southern Division of Belk, Inc. from 1999 to February 2002, as Partner of the Florida Division of Belk, Inc. from 1992 to 1999, and in senior executive positions at Belk, Inc. from 1985 to 1992.
Senior Vice President and Chief Financial Officer of Advanta Corp., one of the nation’s largest providers of business credit cards to small businesses, since June 1998. Prior to that, Mr. Browne was a partner at Arthur Andersen LLP, where he was employed for more than 15 years.
Corporate Director and, since 1986, President of Shirley Dawe Associates, Inc., a Toronto-based consumer goods marketing and merchandising consulting group. Prior to 1986, she held progressively senior merchandising positions with the Hudson’s Bay Company, a Canadian national department store chain, for over 15 years. Ms. Dawe is a director of OshKosh B’Gosh, Inc., a children’s apparel manufacturer; the National Bank of Canada; and Henry Birks & Sons, Inc., a Canadian fine jewelry retailer.
President and Chief Executive Officer of The Pfaltzgraff Co., a casual dinnerware manufacturer, since January 2002. Ms. Everton was Vice President of The Pfaltzgraff Co. for more than ten years prior to 2002, and was responsible during this period for various departments including stores and direct marketing, corporate development and market planning and administration.
Vice Chairman and Chief Operating Officer of Bon-Ton from December 1995 to February 2002. From 1991 to December 1995 he was Senior Executive Vice President and from 1989 to 1991 he was Executive Vice President of Bon-Ton.
Chairman of the Board of Bon-Ton since August 1991, and Chief Executive Officer of Bon-Ton from June 2000 to August 2004. From 1977 to 1989 he was President and from 1985 to 1995 he was Chief Executive Officer of Bon-Ton.
Chief Operating Officer of Nancy Koltes Associates, a wholesaler of luxury domestics and linens, since June 2004. Chief Operating Officer of Kieselstein-Cord International, a luxury accessories
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President of the Wolf Organization, Inc., a building materials manufacturer and distributor, since 1985. He is also a director of Irex Corporation, a national building contractor.
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• | a $90,000 annual fee, $40,000 of which is paid in cash and $50,000 of which is paid in restricted stock units which vest 12 months following termination of Board service; | |
• | a $15,000 annual fee for serving on the Executive Committee; | |
• | a $5,000 annual fee for serving on each committee other than the Executive Committee; | |
• | a $10,000 supplemental fee for each Committee chair. |
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2004 | 2003 | |||||||
Audit Fees(1) | $ | 1,386,400 | $ | 642,000 | ||||
Audit-Related Fees(2) | 23,400 | 22,500 | ||||||
Tax Fees(3) | 308,100 | 118,700 | ||||||
All Other Fees(4) | — | 432,800 |
(1) | Audit Fees include fees associated with audit services, consultation on matters related to the consolidated financial statements, review of the tax provision, consents, reviews of the Company’s quarterly reports on Form 10-Q and reviews of the Company’s Securities and Exchange Act filings. Included in Audit Fees for 2004 are fees for services related to the certification of management’s assessment of, and the operating effectiveness of, the Company’s internal control over financial reporting. |
(2) | Audit-Related Fees reflect benefit plan audits. |
(3) | Tax Fees reflect all tax related services, excluding any costs included in Audit Fees, including consultation, return preparation, planning, advice and compliance. |
(4) | All Other Fees includes costs in 2003 related to the acquisition of Elder-Beerman. |
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Long-Term | ||||||||||||||||||||||||
Compensation Awards | ||||||||||||||||||||||||
Annual Compensation | Restricted | Securities | ||||||||||||||||||||||
Name and | Stock | Underlying | All Other | |||||||||||||||||||||
Position | Year | Salary | Bonus | Awards(1) | Options(#) | Compensation(2) | ||||||||||||||||||
Byron L. Bergren(3) | 2004 | $ | 605,662 | $ | 247,143 | $ | 456,750 | 125,000 | $ | 1,838,760 | (4) | |||||||||||||
President and Chief Executive | 2003 | 148,741 | 878,750 | — | — | 1,413 | ||||||||||||||||||
Officer | 2002 | — | — | — | — | — | ||||||||||||||||||
James H. Baireuther | 2004 | 394,564 | 149,900 | — | — | 14,719 | ||||||||||||||||||
Vice Chairman, Chief | 2003 | 402,300 | 210,000 | — | — | 13,927 | ||||||||||||||||||
Administrative Officer | 2002 | 410,737 | 147,000 | — | — | 13,378 | ||||||||||||||||||
and Chief Financial Officer | ||||||||||||||||||||||||
Lynn C. Derry | 2004 | 204,016 | 75,000 | — | — | 12,073 | ||||||||||||||||||
Senior Vice President — | 2003 | 186,352 | 40,900 | — | — | 11,281 | ||||||||||||||||||
General Merchandise Manager | 2002 | 174,714 | 33,000 | — | — | 10,217 | ||||||||||||||||||
John S. Farrell | 2004 | 254,471 | 63,000 | — | — | 12,913 | ||||||||||||||||||
Senior Vice President — Stores | 2003 | 261,288 | 60,000 | — | — | 12,121 | ||||||||||||||||||
2002 | 239,595 | 61,000 | — | — | 10,835 | |||||||||||||||||||
Tim Grumbacher | 2004 | 712,500 | 845,025 | — | — | 12,217 | ||||||||||||||||||
Chairman of the | 2003 | 625,000 | 817,500 | — | — | 11,425 | ||||||||||||||||||
Board of Directors | 2002 | 558,654 | 270,000 | — | — | 11,068 | ||||||||||||||||||
James M. Zamberlan(5) | 2004 | 370,350 | 114,900 | 104,090 | 5,000 | 10,269 | ||||||||||||||||||
Executive Vice President — Stores | 2003 | 99,000 | 131,400 | — | — | 931 | ||||||||||||||||||
2002 | — | — | — | — | — |
(1) | The total number of restricted stock awards held by the named executives at the end of 2004 was 63,000 shares. The closing price of the common stock on January 29, 2005 was $15.45 per share, giving the named executives’ restricted stock holdings a value of $973,350 at year-end. Holders of restricted stock are entitled to the same dividend that the Company pays on common stock. |
(2) | The amounts disclosed in this column for 2004 include life insurance premiums, or reimbursement for life insurance premiums, and Company contributions under the Company’s Retirement Contribution Plan in the amount of $13,580 for Mr. Bergren, $14,719 for Mr. Baireuther, $12,073 for Ms. Derry, $12,913 for Mr. Farrell, $12,217 for Mr. Grumbacher and $10,269 for Mr. Zamberlan. |
(3) | Mr. Bergren became an executive officer of the Company in November 2003. |
(4) | Includes $1,800,000 paid under the terms of Mr. Bergren’s former employment contract as noted below in the discussion of Employment Agreements, and $25,180 for relocation expenses paid to Mr. Bergren. |
(5) | Mr. Zamberlan joined the Company in October 2003 upon the acquisition of Elder-Beerman and became an executive officer of the Company in November 2004. |
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Individual Grants | ||||||||||||||||||||||||||||
Potential Realizable Value at | ||||||||||||||||||||||||||||
Securities | % of Total | Assumed Annual Rate of Stock Price | ||||||||||||||||||||||||||
Underlying | Options Granted | Appreciation for Option Term(2) | ||||||||||||||||||||||||||
Options | to Employees in | Exercise | Expiration | |||||||||||||||||||||||||
Granted | 2004 | Price(1) | Date | 0% | 5% | 10% | ||||||||||||||||||||||
Byron L. Bergren | 125,000 | (3) | 65.79 | % | $ | 13.05 | 8-23-14 | — | $ | 1,025,884 | $ | 2,599,792 | ||||||||||||||||
James H. Baireuther | — | — | — | — | — | — | — | |||||||||||||||||||||
Lynn C. Derry | — | — | — | — | — | — | — | |||||||||||||||||||||
John S. Farrell | — | — | — | — | — | — | — | |||||||||||||||||||||
Tim Grumbacher | — | — | — | — | — | — | — | |||||||||||||||||||||
James M. Zamberlan | 5,000 | (4) | 2.63 | % | 14.87 | 11-28-14 | — | 46,758 | 118,495 |
(1) | The exercise price represents the closing price of the common stock on the Nasdaq National Market on the date of grant. |
(2) | Illustrates value that might be realized upon exercise of options immediately prior to the expiration of their term, assuming specified compounded rates of appreciation on the Common Stock over the term of the options. Assumed rates of appreciation are not necessarily indicative of future stock performance. |
(3) | These options vest one-third on January 31, 2006, one-third on January 31, 2007 and one-third on January 31, 2008. |
(4) | These options vest on January 28, 2006. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-the-Money Options | |||||||||||||||||||||||
Shares | January 29, 2005 | at January 29, 2005(1) | ||||||||||||||||||||||
Acquired or | Value | |||||||||||||||||||||||
Exercised(#) | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
Byron L. Bergren | — | — | — | 125,000 | — | $ | 300,000 | |||||||||||||||||
James H. Baireuther | 120,000 | $ | 1,396,100 | 10,000 | — | $ | 12,000 | — | ||||||||||||||||
Lynn C. Derry | — | — | 2,000 | 10,000 | 10,275 | 125,100 | ||||||||||||||||||
John S. Farrell | — | — | 3,000 | — | 5,100 | — | ||||||||||||||||||
Tim Grumbacher | — | — | 44,550 | — | 391,073 | — | ||||||||||||||||||
James M. Zamberlan | — | — | — | 5,000 | — | 2,900 |
(1) | In-the-money options are options having an exercise price below the year-end share price of $15.45. Value is calculated by multiplying the difference between the option exercise price and $15.45 by the number of shares underlying the option. |
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Number of shares of | Number of shares of common | |||||||||||||
common stock to be | stock remaining available for | |||||||||||||
issued upon exercise of | Weighted-average | future issuance (excluding | ||||||||||||
outstanding options, | exercise price of | securities reflected | ||||||||||||
Plan Category | warrants and rights | outstanding options | in the first column) | |||||||||||
Equity compensation plans approved by security holders — | ||||||||||||||
Stock Options | 594,355 | $ | 8.63 | (1 | ) | |||||||||
Restricted Stock | 105,835 | N/A | (1 | ) | ||||||||||
Restricted Stock Units | 26,817 | N/A | (1 | ) | ||||||||||
Total | 727,007 | N/A | 1,472,911 | |||||||||||
Equity compensation plans not approved by security holders | Not applicable | Not applicable | Not applicable |
(1) | These plans do not allocate available shares among stock options, restricted stock or restricted stock units. |
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NASDAQ | ||||||||||||||
DATE | NASDAQ | RETAIL | BON-TON | |||||||||||
1/29/00 | 100.00 | 100.00 | 100.00 | |||||||||||
2/3/01 | 69.65 | 74.99 | 86.21 | |||||||||||
2/2/02 | 50.38 | 90.02 | 68.97 | |||||||||||
2/1/03 | 35.19 | 73.36 | 114.21 | |||||||||||
1/31/04 | 54.71 | 107.56 | 343.17 | |||||||||||
1/29/05 | 54.12 | 128.83 | 432.83 |
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Compensation of Tim Grumbacher as Chief Executive Officer in 2004 |
Compensation of Byron L. Bergren as Chief Executive Officer in 2004 |
Executive Transition Agreement |
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ANNUAL MEETING OF SHAREHOLDERS OF
THE BON-TON STORES, INC.
June 14, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
êPlease detach along perforated line and mail in the envelope provided.ê
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREþ
1. | Election of Directors: |
o | FOR ALL NOMINEES | |
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | |
o | FOR ALL EXCEPT (See instructions below) |
NOMINEES:
¡ Robert B. Bank
¡ Byron L. Bergren
¡ Philip M. Browne
¡ Shirley A. Dawe
¡ Marsha M. Everton
¡ Michael L. Gleim
¡ Tim Grumbacher
¡ Robert E. Salerno
¡ Thomas W. Wolf
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratification of appointment of KPMG LLP as the Company’s independent auditor. | o | o | o |
Signature of Shareholder | | Date: | | Signature of Shareholder | | Date: | |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
THE BON-TON STORES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of THE BON-TON-STORES, INC. (the “Company”) hereby appoints Byron L. Bergren and James H. Baireuther, or either of them, with full power of substitution, to act as attorneys and proxies for the undersigned and to vote all shares of stock of the Company which the undersigned is entitled to vote if personally present at the Annual Meeting of Shareholders of the Company, to be held at Bon-Ton’s corporate office, 2801 E. Market Street, York, PA 17402 on June 14, 2005, at 9:00 a.m., provided that said proxies are authorized and directed to vote as indicated with respect to matters set forth on the opposite side of this proxy.
UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINATED DIRECTORS, AND “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITOR. This proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting.
(To be signed on reverse side)
14475
ANNUAL MEETING OF SHAREHOLDERS OF
THE BON-TON STORES, INC.
June 14, 2005
MAIL —Date, sign and mail your proxy card in the envelope provided as soon as possible.
(1-800-776-9437) from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
COMPANY NUMBER | |||||
ACCOUNT NUMBER | |||||
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
êPlease detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.ê
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREþ
1. | Election of Directors: |
o | FOR ALL NOMINEES | |
o | WITHHOLD AUTHORITY FOR ALL NOMINEES | |
o | FOR ALL EXCEPT (See instructions below) |
NOMINEES:
¡ Robert B. Bank
¡ Byron L. Bergren
¡ Philip M. Browne
¡ Shirley A. Dawe
¡ Marsha M. Everton
¡ Michael L. Gleim
¡ Tim Grumbacher
¡ Robert E. Salerno
¡ Thomas W. Wolf
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratification of appointment of KPMG LLP as the Company’s independent auditor. | o | o | o |
Signature of Shareholder | | Date: | | Signature of Shareholder | | Date: | |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |