UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 


 

Date of Report (Date of earliest event reported): December 10, 2017

 

THE BON-TON STORES, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

0-19517

 

23-2835229

(State or other jurisdiction

 

(Commission File

 

(IRS Employer

of incorporation)

 

Number)

 

Identification No.)

 

2801 E. Market Street, York, Pennsylvania

 

17402

(Address of principal executive offices)

 

(Zip Code)

 

717-757-7660

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 



 

Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment No. 5 of Executive Transition Agreement with M. Thomas Grumbacher

 

On December 10, 2017, The Bon-Ton Stores, Inc. (the “Company”) entered into Amendment No. 5 (“Amendment No. 5”) of the Executive Transition Agreement with M. Thomas Grumbacher, effective as of December 10, 2017.  The material terms of Amendment No. 5 are as follows: (i) Mr. Grumbacher’s annual salary will be $30,000; and (ii) the term of the Executive Transition Agreement is extended to February 1, 2019, and thereafter the term shall be automatically renewed unless either party terminates the Executive Transition Agreement in accordance with its terms.

 

The foregoing description of Amendment No. 5 is not complete and is subject to the full text of Amendment No. 5, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
Number

 

Description

10.1

 

Amendment No. 5 of Executive Transition Agreement, dated as of December 10, 2017, between the Company and M. Thomas Grumbacher.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE BON-TON STORES, INC.

 

 

 

 

By:

/s/ Nancy A. Walsh

 

 

Nancy A. Walsh

 

 

Executive Vice President—Chief Financial Officer

 

Dated: December 14, 2017

 

3


Exhibit 10.1

 

AMENDMENT NO. 5

TO

EXECUTIVE TRANSITION AGREEMENT

 

THIS AMENDMENT NO. 5 is effective as of the 10th day of December, 2017, between The Bon-Ton Stores, Inc., a Pennsylvania corporation (the “Company”), and Mr. M. Thomas Grumbacher (the “Executive”).

 

WHEREAS, the Company and the Executive are parties to an Executive Transition Agreement effective as of February 1, 2005;

 

WHEREAS, as of December 6, 2007, the Company and the Executive entered Amendment No. 1 to the Executive Transition Agreement extending its term until January 31, 2010, and making certain other changes;

 

WHEREAS, as of February 1, 2010, the Company and the Executive entered into Amendment No. 2 to the Executive Transition Agreement extending its term until December 31, 2010, and making certain other changes;

 

WHEREAS, as of December 20, 2010, the Company and the Executive entered into Amendment No. 3 to the Executive Transition Agreement extending its term until February 5, 2012 and for successive one-year periods and making certain other changes;

 

WHEREAS, as of May 8, 2017, the Company and the Executive entered into Amendment No. 4 to the Executive Transition Agreement extending its term until February 1, 2018 and making certain other changes; and

 

WHEREAS, the parties wish to amend the Executive Transition Agreement, as amended (with all amendments, the “Transition Agreement”), to extend its term, to provide for a change in Base Salary, and to make certain other changes.

 

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

 

1.                                      Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed to such terms in the Transition Agreement.

 

2.                                      Amendments to Transition Agreement. The Transition Agreement is hereby amended, as follows:

 

(a)                                 Section I of the Transition Agreement is hereby amended by deleting the existing section and substituting the following:

 

Term. The term of the Executive’s service hereunder shall commence as of February 1, 2005 (the “Effective Date”) and shall remain in effect through February 1, 2019, or until such earlier time at which the Executive ceases to serve as Chairman Emeritus and Advisor to the Chief Executive Officer (the “Term”).

 



 

The Term shall automatically renew for successive periods of one year unless either party shall give written notice to the other party not less than 60 days prior to the end of the then current Term that it does not wish to renew the Transition Agreement.”

 

(b)                                 Section III. A of the Transition Agreement is hereby amended by deleting the existing section and substituting the following:

 

“A. Base Salary. Effective as of the date of this Amendment No. 5 and for each fiscal year of the Company (each, a “Fiscal Year”) during the Term, the Executive shall receive a base salary at the rate of $30,000 per year (“Base Salary”), payable in accordance with the Company’s normal payroll practices.”

 

(c)                                  Section IV.B of the Transition Agreement is hereby amended by deleting the last sentence thereof.

 

3.                                      Legal Fees. The Company shall pay or reimburse the Executive for all attorneys’ fees and other charges of counsel reasonably incurred by the Executive in connection with the negotiation and execution of this Amendment No. 5, promptly upon presentation of appropriate supporting documentation and in accordance with the expense reimbursement policy of the Company, up to an aggregate amount of $5,000.

 

4.                                      Full Force and Effect. Except as amended hereby, the Transition Agreement shall remain unchanged and in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this Amendment No. 5 to be duly executed and the Executive has hereunto set his hand, effective as of the date first set forth above.

 

 

THE BON-TON STORES, INC.

 

 

 

 

By:

/s/ William Tracy

 

Name:

William Tracy

 

Title:

CEO

 

 

 

EXECUTIVE

 

 

 

/s/ M. Thomas Grumbacher

 

M. Thomas Grumbacher