The Elder-Beerman Stores Corp (Nasdaq:EBSC) today announced that it has amended its proxy statement to propose three new director candidates for the four board positions up for election at the company's annual meeting on August 24, 2000.

Along with Dennis S. Bookshester, who has been a director of the company since December 1999, the company's new director nominees are Mark F. C. Berner, Eugene I. Davis and Charles H. Turner.

Elder-Beerman also announced that it is proposing changes to its corporate governance rules pending shareholder approval at the annual meeting. Among other changes, the company proposes to eliminate its classified board, placing all directors up for election each year, and to lower the supermajority shareholder approval requirements for various actions to a simple majority. The company also will propose amendments to opt out of the Ohio Control Share Acquisition Act, which imposes restrictions on investors who want to acquire more than 20 percent of an Ohio company, and the Ohio Interested Shareholder Transactions Act, which imposes restrictions on the company to enter into certain transactions with a shareholder who owns more than ten percent of the company's outstanding shares.

Frederick J. Mershad, Chairman and chief executive officer, commented, "The changes we are proposing to our board and to our corporate governance rules have been developed in consultation with our two largest shareholders, Snyder Capital Management, Inc, and investment funds affiliated with PPM America, Inc. Because of these changes, PPM has agreed not to pursue a proxy contest, and has agreed to support the company's board candidates and the board's proposals at the annual meeting."

The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp is headquartered in Dayton, Ohio and operates 60 department stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. The company has announced it will open three new stores in 2000.