Filed Pursuant to Rule 424(b)(3)

Registration No. 333-134538

PROSPECTUS

OFFER TO EXCHANGE

$510,000,000

The Bon-Ton Department Stores, Inc.

10¹/4 % Senior Notes due 2014

Guaranteed on a Senior Basis by

The Bon-Ton Stores, Inc.

and Certain of its Subsidiaries, Which Have Been Registered Under the Securities

Act of 1933, for any and all of the Original The Bon-Ton Department Stores, Inc.

10¹/4 % Senior Notes due 2014 Guaranteed on a Senior Basis by The Bon-Ton Stores, Inc. and Certain of its Subsidiaries

       We are offering to exchange an aggregate principal amount of up to $510,000,000 of our new 10¹/4% Senior Notes due 2014, which we refer to as the exchange notes, for a like amount of our outstanding 10¹/4 % Senior Notes due 2014, which we refer to as the original notes, in a transaction registered under the Securities Act of 1933, as amended.

      Terms of the exchange offer:

      The exchange offer will expire at 5:00 p.m., New York City time, on August 3, 2006, unless we extend the offer. We will announce any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of the exchange offer. You may withdraw any original notes tendered until the expiration of the exchange offer.

      The exchange notes will not be listed on any national securities exchange or the Nasdaq National Market.

       For a discussion of factors you should consider in determining whether to tender your original notes, see the information under “Risk Factors” beginning on page 15 of this prospectus.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 29, 2006.

      This prospectus incorporates important business and financial information about The Bon-Ton Stores, Inc. and The Bon-Ton Department Stores, Inc. that is not included in or delivered with this prospectus. This information is available without charge to holders of the original notes upon written or oral request directed to us at The Bon-Ton Department Stores, Inc., 2801 East Market Street, York, Pennsylvania 17402, Attention: Corporate Secretary, telephone: (717) 757-7660. To obtain timely delivery, holders must request the information no later than five business days before the expiration date. The expiration date is August 3, 2006.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

      In this prospectus we rely on and refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this prospectus, and our management’s knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate. Although we believe that these independent sources and our internal data are reliable as of their respective dates, the information contained in them has not been independently verified, and we cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data and the market share estimates set forth in this prospectus, and beliefs and estimates based thereon, may not be reliable.

TERMS USED IN THIS PROSPECTUS

      Unless otherwise noted or indicated by the context, in this prospectus:

FORWARD-LOOKING STATEMENTS

      Some of the information included in this prospectus may contain forward-looking statements. They contain words like “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “predict,” “potential,” “continue,” “might” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements include information relating to anticipated operating results, financial resources, changes in revenues, changes in profitability, interest expense, growth and expansion, anticipated results of the Acquisition, the ability to maintain the liquidity and capital necessary to expand and take advantage of opportunities in the future, and stock market valuations. These forward-looking statements are subject to certain risks and uncertainties, including those described in the “Risk Factors” section of this prospectus. Additional risks that may affect the Company’s future performance are included elsewhere in this prospectus and in the filings The Bon-Ton Stores, Inc. makes with the Securities and Exchange Commission (“SEC”). Forward-looking statements speak only as of the date made and you should not place undue reliance on them. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include the following:

      You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those predicted in the forward-looking statements or which may be anticipated from historical results or trends. In addition to the information contained in our other filings with the SEC, factors that could affect future performance include, among others, those set forth under the heading “Risk Factors” beginning on page 15.

      We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all of these risk factors, nor can it assess the impact of all of these risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus, as a prediction of actual results.

      All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements above. You should not place undue reliance on those statements, which speak only as of the date on which they are made. We do not undertake any obligation to release publicly any revisions to these forward-looking statements after the completion of this exchange offer to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless we are obligated under federal securities laws to update and disclose material developments related to previously disclosed information. Any further disclosures made on related subjects by The Bon-Ton Stores, Inc. in subsequent filings with the SEC on Forms 10-K, 10-Q and 8-K, and any amendments thereto, should be consulted. Other factors beyond those referenced above, including factors unknown to us and factors known to us that we currently view as immaterial, could also adversely affect us.

		Mass		National Chain		Traditional				Luxury
		Merchandisers		Retailers		Department Stores		Specialty Retailers		Department Stores
Representative Competitors		• Wal-Mart • Target		• J. C. Penney • Kohl’s • Sears		• Bon-Ton/NDSG • Belk • Dillard’s • Federated		• Ann Taylor • Chico’s • Gap • Talbots		• Barneys • Neiman Marcus • Saks Fifth Avenue
Price Position		• Low		• Low to Moderate		• Moderate		• Moderate to High		• High
Merchandise Breadth/Depth		• Very few nationally distributed brands • Private brand merchandise focused on value-driven customers • Broadest overall merchandise assortments • Always in-stock • Selected key item programs		• Very few nationally distributed brands • Private brand merchandise focused on value- driven customers • Broadest overall merchandise assortments • Weaker assortments in non-key categories • Key item programs		• High penetration of nationally distributed brands • Increasing mix of fashionable, high- quality private brands differentiates merchandise • Broadest/ deepest assortments in key categories (e.g., apparel, accessories, footwear, cosmetics and home) • Intense key item programs		• 100% private brand • Limited in- stock • Intense key item programs		• High penetration of limited distribution luxury brands • Premium price point private brands including “namesake” brands • Focus on apparel, accessories, footwear and cosmetics
Customer Service Positioning		• Self-service in almost all zones		• Self-service in most zones		• Self-service in many zones • One-on-one selling in selected zones • Certain in-store amenities		• One-on-one selling in most zones • Limited self- service		• One-on-one selling in most zones • Very limited self- service • Many in-store amenities

	•	Competitive retail landscape. The retail landscape has become increasingly competitive, due in large part to the growth of mass merchandisers, national chain retailers, specialty retailers and online retailers. We believe that, in general, mass merchandisers and national chain retailers compete on the basis of price, specialty retailers compete on the basis of the strength of their brands and online retailers compete on the basis of convenience and price. We believe that in order to succeed in this competitive retail environment, department stores must offer brands that resonate

		with consumers, compelling value and a pleasant shopping experience, which lead to customer loyalty and increased sales.
	•	Increasing importance of private brands. We believe that as the department store sector has faced increasing competition from mass merchandisers, national chain retailers, specialty retailers and online retailers, successful department store operators have differentiated their offerings with private brands that are exclusive to their stores. We also believe that department store private brands, which offer customers fashion at competitive price points, generally generate higher gross margins than third party nationally distributed brands. In addition to generating higher gross margins, private brands also allow department store operators to differentiate their offerings, create value for customers and increase customer loyalty.
	•	Department store consolidation. We believe that the increased level of department store consolidation has resulted from the desire of department store operators to expand their geographic footprint, gain market share and reduce costs. We believe that recent department store consolidation, such as our acquisition of NDSG, the acquisition by Federated Department Stores, Inc. of The May Department Stores Company, the merger of Kmart Holding Corporation and Sears, Roebuck and Co. to form Sears Holdings Corporation and the acquisition by Belk, Inc. of the Proffitt’s and McRae’s department stores from Saks, and possible future department store consolidation, will result in a smaller number of department store operators with increased market share and purchasing power.
	•	Vendor consolidation. Over the past few years, the apparel and footwear industries have experienced increased consolidation, including VF Corporation’s acquisitions of Nautica Enterprises, Inc., Vans Inc. and Reef Holdings Corporation; Oxford Industries, Inc.’s acquisitions of the Tommy Bahama brand and Ben Sherman Ltd.; and adidas-Salomon AG’s acquisition of Reebok International Ltd. We believe that vendor consolidation will continue as vendors aim to increase their scale and offer retailers a broad portfolio of styles, brands and price points.

	•	Sufficient size and scale to benefit from leverage with vendors;
	•	Unique and differentiated merchandise offerings;
	•	A convenient and pleasant shopping experience;
	•	Compelling value; and
	•	Customer satisfaction and loyalty.

	•	We will continue to leverage the strong heritage and brand equity of each of our nameplates by continuing to operate substantially all of our stores under their current banners; and
	•	We intend to complete a three-phase integration process with respect to our operating functions:

	•	Phase I: By the end of September 2006, we plan to complete the integration of Bon-Ton’s and NDSG’s merchandising, marketing, inventory management, human resources and proprietary credit card operations;
	•	Phase II: By the end of fiscal 2006, we plan to complete the integration of Bon-Ton’s and NDSG’s logistics, store operations and accounting functions and systems; and
	•	Phase III: By the end of fiscal 2007, we plan to complete the transition of Bon-Ton and NDSG to common systems and enhance our core operations.

	•	Providing core offerings of nationally distributed brands at competitive prices;
	•	Growing our successful private brand program to represent approximately 20% of our net sales;
	•	Offering a broad and deep assortment of key categories including apparel, accessories, footwear, cosmetics and home furnishings;
	•	Providing product not available through other retail channels;
	•	Identifying a mix of key items and supporting these items with appropriate levels of inventory and marketing;

	•	Offering a selection of merchandise that represents exceptional value to our customers; and
	•	Reacting quickly to changing consumer trends and needs.

	•	Expanding the membership base of our loyalty programs through increased direct marketing campaigns and point-of-sale initiatives;
	•	Enhancing our strong customer relationship management capabilities utilizing transaction data to tailor specific marketing programs and merchandise offerings to targeted proprietary credit card customers in order to increase annual purchases charged to their credit cards; and
	•	Exploring the potential financial benefits to us of consolidating the proprietary credit card portfolio arrangements with HSBC.

	•	Providing training to our sales associates in consultative selling positions to ensure that customers are directed to the appropriate offerings;
	•	Providing incentives designed to retain productive employees;
	•	Maintaining attractive and inviting stores that offer easy and efficient in-store navigation; and
	•	Investing in stores that we believe have significant growth potential, including making capital improvements to increase selling square footage.

(1)	The Bon-Ton Department Stores, Inc., Elder-Beerman, Carson Pirie Scott, Inc. (f/k/a Parisian, Inc.) and Herberger’s Department Stores, LLC are co-borrowers under the new senior secured credit facility, which is guaranteed by The Bon-Ton Stores, Inc. and the other guarantors that are not borrowers under the new senior secured credit facility.
(2)	Herberger’s Department Stores, LLC and Carson Pirie Scott, Inc. and its subsidiaries were acquired by Bon-Ton in the Acquisition.

The Exchange Offer		We are offering to exchange up to $510.0 million aggregate principal amount of our new 101/4 % Senior Notes due 2014, which have been registered under the Securities Act, in exchange for a like amount of the original notes. The form and terms of these exchange notes are identical in all material respects to the original notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the original notes.
		To exchange your original notes, you must properly tender them, and we must accept them. We will accept and exchange all original notes that you validly tender and do not validly withdraw. We will issue registered exchange notes promptly after the expiration of the exchange offer.
Resale of Exchange Notes		Based on interpretations by the staff of the SEC as detailed in a series of no-action letters issued to third parties, we believe that, as long as you are not a broker-dealer, the exchange notes offered in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
		• you are acquiring the exchange notes in the ordinary course of your business;
		• you are not participating, do not intend to participate in and have no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and
		• you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act.
		If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. Our belief that transfers of exchange notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. However,

		we cannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.
		Any broker-dealer that acquires exchange notes for its own account in exchange for original notes must represent that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes. However, by so acknowledging and by delivering a prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. During the period ending 180 days after the date on which the registration statement, of which this prospectus is a part, is declared effective, subject to extension in limited circumstances, a participating broker-dealer may use this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in exchange for original notes which it acquired through market-making activities or other trading activities.
Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on August 3, 2006, unless we extend the expiration date.
Accrued Interest on the Exchange Notes and the Original Notes		The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of original issuance of the original notes. If your original notes are accepted for exchange, then you will receive interest on the exchange notes and not on the original notes. Any original notes not tendered will remain outstanding and continue to accrue interest according to their terms.
Conditions		The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Original Notes		Each holder of original notes that wishes to tender their original notes must either:
		• complete, sign and date the accompanying letter of transmittal or a facsimile copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed, if required, and deliver the letter of transmittal, together with any other required documents (including the original notes being tendered for exchange), to the exchange agent; or

		• if original notes are tendered pursuant to book-entry procedures, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with The Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation) to the exchange agent; or
		• comply with the procedures set forth below under “— Guaranteed Delivery Procedures.”
		Holders of original notes that tender original notes in the exchange offer must represent that the following are true:
		• the holder is acquiring the exchange notes in the ordinary course of its business;
		• the holder is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and
		• the holder is not an “affiliate” of us within the meaning of Rule 405 of the Securities Act.
		Do not send letters of transmittal, certificates representing original notes or other documents to us or DTC. Send these documents only to the exchange agent at the appropriate address given in this prospectus and in the letter of transmittal. We could reject your tender of original notes if you tender them in a manner that does not comply with the instructions provided in this prospectus and the accompanying letter of transmittal. See “Risk Factors — There are significant consequences if you fail to exchange your original notes” for further information.
Special Procedures for Tenders by Beneficial Owners of Original Notes		If:
		• you beneficially own original notes;
		• those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee; and
		• you wish to tender your original notes in the exchange offer,
		please contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery Procedures		If you hold original notes in certificated form or if you own original notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those original notes but:
		• your original notes are not immediately available;
		• time will not permit you to deliver the required documents to the exchange agent by the expiration date; or
		• you cannot complete the procedure for book-entry transfer on time,

		you may tender your original notes pursuant to the procedures described in “The Exchange Offer — Procedures for Tendering Original Notes — Guaranteed Delivery.”
Withdrawal Rights		You may withdraw your tender of original notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in “The Exchange Offer — Withdrawal Rights.”
Effect on Holders of Outstanding Original Notes		As a result of making this exchange offer, and upon acceptance for exchange of all validly tendered original notes, we will have fulfilled our obligations under the registration rights agreement. Accordingly, there will be no liquidated or other damages payable under the registration rights agreement if original notes were eligible for exchange, but not exchanged, in the exchange offer.
		If you do not tender your original notes or we reject your tender, your original notes will remain outstanding and will be entitled to the benefits of the indenture governing the notes. Under such circumstances, you would not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to the original notes.
		Any trading market for the original notes could be adversely affected if some but not all of the original notes are tendered and accepted in the exchange offer.
Material U.S. Federal Income and Estate Tax Consequences		Your exchange of original notes for exchange notes should not be treated as a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income and Estate Tax Consequences.”
Use of Proceeds		We will not receive any cash proceeds from the exchange offer or the issuance of the exchange notes. See “Use of Proceeds.”
Acceptance of Original Notes and Delivery of Original Notes		We will accept for exchange any and all original notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration date.
Exchange Agent		The Bank of New York is serving as exchange agent for the exchange offer. The address and telephone number of the exchange agent are provided in this prospectus under “The Exchange Offer — Exchange Agent” and in the letter of transmittal.

	•	will have been registered under the Securities Act;
	•	will not bear restrictive legends restricting their transfer under the Securities Act;
	•	will not be entitled to the registration rights that apply to the original notes; and
	•	will not contain provisions relating to an increase in the interest rate borne by the original notes under circumstances related to the timing of the exchange offer.

Issuer		The Bon-Ton Department Stores, Inc.
Securities		$510.0 million principal amount of 101/4 % Senior Notes due 2014.
Maturity		March 15, 2014.
Interest		Annual rate: 101/4%. Payment frequency: every six months on March 15 and September 15. First payment: September 15, 2006.
Ranking		The exchange notes and the guarantees will be general unsecured unsubordinated obligations of The Bon-Ton Department Stores, Inc. and the guarantors, respectively, and:
		• will be effectively subordinated to all existing and future secured obligations of the issuer, including the obligations of the issuer under the new senior secured credit facility and the new mortgage loan facility, to the extent of the assets securing such obligations, and to all existing and future liabilities of Bon-Ton’s subsidiaries that are not guarantors, including the liabilities of the non-guarantor subsidiaries under the new mortgage loan facility, to the extent of the assets of such subsidiaries;
		• will be pari passu in right of payment with all existing and future unsecured, unsubordinated obligations of the issuer; and
		• will rank senior in right of payment to any existing and future unsecured obligations of the issuer that are, by their terms, expressly subordinated in right of payment to the notes.
		As of April 29, 2006:
		• We had approximately $1.3 billion of consolidated indebtedness outstanding, approximately $760 million of which was secured indebtedness, including capital leases; and
		• Our subsidiaries that are not guarantors, including the borrowers under the new mortgage loan facility, had approximately

		$269 million of liabilities, approximately $269 million of which was indebtedness.
		For additional information concerning the material debt of The Bon-Ton Stores, Inc. and its subsidiaries, including the debt we incurred upon the completion of the Transactions, see “Description of Certain Debt.” For information regarding the ranking of the guarantees that of the exchange notes by the guarantors, see “— Guarantees” below.
Guarantees		The exchange notes will be initially guaranteed on a senior unsecured basis by each of our restricted subsidiaries that is an obligor under our senior secured credit facility.
		The guarantees will be general unsecured unsubordinated obligations of the guarantors. Accordingly, each guarantee will be pari passu in right of payment with all existing and future unsecured and unsubordinated obligations of the guarantor, will be effectively subordinated to all existing and future secured obligations of the guarantor (including the guarantee of the guarantor under our new senior unsecured credit facility) to the extent of the assets securing such obligation and will rank senior in right of payment to any future unsecured obligations of the guarantor that are, by their terms, expressly subordinated in right of payment to the guarantee.
Optional Redemption		We may redeem the exchange notes, in whole or in part, at any time on or after March 15, 2010 at the redemption prices described in the section “Description of the Exchange Notes — Optional Redemption,” plus accrued and unpaid interest.
		In addition, on or before March 15, 2009, we may redeem up to 35% of the exchange notes with the net cash proceeds from certain equity offerings at the redemption price listed in “Description of the Exchange Notes — Optional Redemption.” However, we may only make such redemptions if at least 65% of the aggregate principal amount of exchange notes issued under the indenture remains outstanding immediately after the occurrence of such redemption and such redemption occurs within 60 days of the equity offering giving rise to the optional redemption.
Change of Control		If we experience specific kinds of changes in control, we must offer to purchase the exchange notes at 101% of their principal amount, plus accrued and unpaid interest.
Certain Covenants		The indenture governing the exchange notes, among other things, limits our ability and the ability of our restricted subsidiaries to:
		• incur additional debt or issue guarantees of debt;
		• sell preferred stock;
		• create liens;

		• make restricted payments (including the payment of dividends or the repurchase of our capital stock);
		• make certain types of investments;
		• sell stock in our restricted subsidiaries;
		• make payments, including dividends, by subsidiaries;
		• enter into transactions with affiliates; and
		• sell all or substantially all of our assets or merge or consolidate with another company.
		These covenants contain important exceptions, limitations and qualifications. For more details, see “Description of the Exchange Notes.”
Absence of an Established Public Market for the Exchange Notes		The original notes are presently eligible for trading through the PORTAL® Market of the Nasdaq Stock Market, Inc., but the exchange notes will be new securities for which there is currently no market. We do not intend to apply for a listing of the exchange notes on any securities exchange or for quotation on the Nasdaq National Market. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.

RISK FACTORS

      You should carefully consider each of the following risks and all of the other information included or incorporated by reference in this prospectus before deciding to participate in the exchange offer described in this prospectus. Some of the following risks relate principally to your participation or failure to participate in the exchange offer and ownership of our exchange notes. Other risks relate principally to our business in general and the industry in which we operate. Our business, financial condition or results of operations could be materially adversely affected due to any of these risks.

Risks Relating to the Exchange Offer

      We did not register the original notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the original notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your original notes in the exchange offer, you will lose your right to have the original notes registered under the Securities Act, subject to certain limitations. If you continue to hold original notes after the exchange offer, you may be unable to sell the original notes. Original notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing restrictions.

      While the original notes are presently eligible for trading in the PORTAL^® Market, there is no existing market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or for quotation on the Nasdaq National Market. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. In addition, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our financial performance or prospects and by changes in conditions in our industry.

      The exchange notes will be issued in exchange for the original notes only after timely receipt by the exchange agent of the original notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your original notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of original notes for exchange notes. Original notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the original notes in the exchange offer to participate in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution” later in this prospectus.

Risks Relating to the Notes

      We have now, and after the offering will continue to have, a significant amount of debt. As of April 29, 2006, we had approximately $1.3 billion of total debt. Our substantial debt could have important consequences to you. For example, it could:

      Our ability to service our debt, including the debt evidenced by the notes, will depend upon, among other things, our ability to replenish inventory, generate sales and maintain our stores. If we do not generate sufficient cash from our operations to make scheduled payments on the notes or to meet our other obligations, we will need to take one or more actions, including refinancing our debt, obtaining additional financing, selling assets, obtaining additional equity capital, or reducing or delaying capital expenditures. We cannot assure you that our business will generate sufficient cash flow or that we will be able to obtain funding sufficient to satisfy our debt service requirements. In the event we are unable to meet our debt service obligations or in the event we default in some other manner under our new credit facilities, the lenders thereunder could elect to declare all borrowings outstanding, together with accumulated and unpaid interest and other fees, immediately due and payable.

      Under the terms of the indenture that governs the notes and the terms of our new credit facilities, we are permitted to incur certain additional debt, including secured senior and subordinated debt. See “Description of the Exchange Notes — Certain Covenants — Incurrence of Indebtedness.” If we incur additional debt, the risks described above will be exacerbated.

      The agreement that governs our new senior secured credit facility and the indenture that governs the notes contain a number of covenants that limit the discretion of our management with respect to certain

business matters and may impair our ability to respond to changing business and economic conditions. The new senior secured credit facility and the indenture, among other things, restrict our ability to:

      Our new senior secured credit facility contains financial covenants that require us to comply with a minimum excess availability requirement. Our ability to borrow funds for any purpose will depend on our satisfying this requirement.

      If we fail to comply with any of the financial covenants or the other restrictions contained in our new senior secured credit facility or any future financing agreements, an event of default could occur. An event of default could result in the acceleration of some or all of our debt. If the debt is accelerated, we would not have, and may not be able to obtain, sufficient funds to repay our debt, including our obligations under the notes.

      The notes represent unsecured obligations. In connection with the Acquisition, The Bon-Ton Department Stores, Inc. and each of its principal operating subsidiaries entered into our new $1.0 billion senior secured credit facility secured by a lien on substantially all of our current and future assets, other than owned real estate subject to existing mortgages or mortgages created under our new mortgage loan facility and leasehold interests. The new senior secured credit facility is unconditionally guaranteed by The Bon-Ton Stores, Inc. and the other guarantors that are not borrowers. We also entered into a $260 million new mortgage loan facility secured by real property owned by non-guarantor special purpose entities that are wholly owned subsidiaries of the issuer. In addition, we are not restricted under the indenture relating to the notes from incurring certain additional secured debt. See “Description of the Exchange Notes — Certain Covenants — Incurrence of Indebtedness.” Holders of our secured debt have claims that are superior to the claims of holders of the notes, and accordingly, will be superior to your claims as the holder of exchange notes, to the extent of the value of the assets securing that debt. In the event of any distribution or payment of the assets of The Bon-Ton Stores, Inc. or any subsidiary that is a borrower or guarantor with respect to our secured debt in any foreclosure, dissolution, winding up, liquidation, reorganization, or other bankruptcy proceeding, holders of the secured debt will have superior claims to our assets that constitute their collateral. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. Holders of the notes, including the exchange notes, will participate ratably in our remaining assets with all holders of our unsecured debt that ranks equally in right of payment with the notes and potentially with all of our other general creditors, based upon the

respective amounts owed to each holder or creditor. As a result, holders of notes may receive less, ratably, than holders of our secured debt.

      In addition, the notes are effectively subordinated to the liabilities of our subsidiaries that are not guaranteeing the notes, whether secured or unsecured, which totaled approximately $269 million as of April 29, 2006. In the event of the insolvency or liquidation of a subsidiary that does not guarantee the notes, following payment by that subsidiary of its liabilities, it may not have sufficient remaining assets to make payments to any obligor on the notes, including the exchange notes, as a stockholder or otherwise so that we can meet our obligations, including our obligations under the notes.

      In the event of a default by a subsidiary that does not guarantee the notes under any credit arrangement or other debt, its creditors could accelerate such debt prior to the subsidiary distributing amounts to any obligor on the notes that it could use to make payments on the notes, including the exchange notes. In addition, if we cause a subsidiary to pay a dividend to any obligor on the notes to make payment on the notes and such dividend is determined to be a fraudulent transfer, holders of the notes will be required to return the payment to the subsidiary’s creditors.

      Our ability to meet our debt service and other obligations, including the notes, will depend upon our future performance. We are engaged in a business that is substantially affected by changes in economic cycles. Our revenues and earnings can be impacted by the level of general economic activity in the markets in which we operate. Financial, political, business and other factors, many of which are beyond our control, also could affect our business. At April 29, 2006, we had outstanding debt of approximately $1.3 billion with a weighted average interest rate of approximately 8% per year.

      Debt under our new senior secured credit facility, which was $416.7 million at April 29, 2006, bears interest at a floating rate. See “Description of Certain Debt — Our New Senior Secured Revolving Credit Facility.” Accordingly, changes in prevailing interest rates may affect our ability to meet our debt service obligations. A higher interest rate on our debt could adversely affect our operating results. A one percent (1%) increase in interest rates would increase our annual interest cost on the amount currently outstanding under our new senior secured credit facility by approximately $4 million. We cannot be certain that our earnings will be sufficient to allow us to pay the principal and interest on our debt, including the notes, and meet our other obligations.

      If we do not have enough money, we may be required to refinance all or part of our existing debt, including the notes, sell assets, borrow more money or raise equity. We may not be able to refinance our debt, sell assets, borrow more money or raise equity on terms acceptable to us, if at all.

      The guarantees of the notes, including the exchange notes, given by The Bon-Ton Stores, Inc. and the other guarantors may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of the guarantors or the guarantors’ unpaid creditors. Under these laws, if in such a lawsuit a court were to find that, at the time a guarantor incurred debt (including debt represented by its guarantee), the guarantor:

as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes, then the court could void the guarantee or subordinate the amounts owing under the guarantee to the guarantor’s presently existing or future debt or take other actions detrimental to you.

      The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in a proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt or issued the guarantee:

      If a guarantee is voided as a fraudulent conveyance or found to be unenforceable for any other reason, you will not have a claim against that obligor and will only be our creditor or that of any guarantor whose obligation is not set aside or found to be unenforceable. In addition, the loss of a guarantee by any significant subsidiary or group of subsidiaries that, taken together, would constitute a significant subsidiary will constitute a default under the indenture governing the notes, which default would cause all outstanding notes to become immediately due and payable.

      We believe that, at the time of the initial incurrence of the debt represented by the guarantees, the guarantors:

      In reaching the foregoing conclusions we have relied upon our analysis of internal cash flow projections and estimated values of the assets and liabilities of the subsidiaries. In addition, we have relied on a limitation contained in the guarantees that limits each guarantee as necessary to prevent it from constituting a fraudulent conveyance under applicable law. However, a court passing on these questions might not reach the same conclusions.

      There can be no assurance that the ratings assigned to our long-term senior debt will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our business, warrant such a change. An adverse change in our long-term debt rating, including the ratings assigned to the notes, could cause the liquidity or market value of the notes to decline significantly.

      Upon the occurrence of certain change of control events, we will be required to offer to repurchase each holder’s notes at a price of 101% of their principal amount plus accrued and unpaid interest. However, it is possible that we will not have sufficient financial resources available at the time to purchase all of the notes that holders tender to us in response to a change of control offer. The occurrence of a change of control could also constitute a default under our new senior secured credit facility and/or any of our future credit facilities. The lenders under our new credit facilities and any future credit facilities may

also have the right to prohibit any required purchase or redemption of the notes, including the exchange notes, in which event we would be in default on the notes upon the occurrence of a change of control event.

Risks Relating to Our Business, Finances and Operations

      We compete with other department stores and many other retailers, including store-based, mail-order and internet retailers. Many of our competitors have significant financial and marketing resources. The principal competitive factors in our business are price, quality and selection of merchandise, reputation, store location, advertising and customer service. We cannot assure you that we will be able to compete successfully against existing or future competitors. Our expansion into new markets served by our competitors and the entry of new competitors into, or expansion of existing competitors in, our markets could have a material adverse effect on our business, financial condition and results of operations.

      It is difficult to predict what merchandise consumers will want. A substantial part of our business is dependent on our ability to make correct trend decisions for a wide variety of goods and services. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns and other lifestyle decisions, particularly given the long lead times for ordering much of our merchandise from vendors, could adversely affect our long-term relationships with our customers. Our managers focus on inventory levels and balance these levels with inventory plans and reviews of trends; however, if our inventories become too large, we may have to “mark down” or decrease our sales price, and we may be required to sell a significant amount of unsold inventory at discounted prices or even below cost, which could have a material adverse effect on our business, financial condition and results of operations.

      Our operations and growth strategies require adequate capital, the availability of which depends on our ability to generate cash flow from operations, borrow funds on satisfactory terms and raise funds in the capital markets. We may need seasonal borrowing capacity in addition to the funds available under our senior secured credit facility to fund our working capital requirements. The inability to obtain adequate capital could have a material adverse effect on our business, financial condition and results of operations.

      Certain support services necessary to operate NDSG, including credit operations, procurement, accounting, bank card processing, store planning, construction, facilities maintenance and energy, information technology and human resources, were historically provided by divisions of Saks and were not included in the acquisition of NDSG. We do not yet have the capability to provide these necessary support services to NDSG, and have contracted with Saks to provide those services under a transition services agreement. If Saks is unable to, refuses to or otherwise fails to provide these contracted-for services, we may not be able to provide, either directly or through a third party, services necessary to support the operations of NDSG. In any such event, our business, financial condition and results of operations could be materially adversely affected.

      Our stores experience seasonal fluctuations in net sales and consequently in operating income, with peak sales occurring during the back-to-school and holiday seasons. Any decrease in net sales or margins during our peak selling periods, decrease in the availability of working capital needed in the months before these periods or reduction in vendor allowances could have a material adverse effect on our business, financial condition and results of operations. We usually order merchandise in advance of peak selling periods and sometimes before new fashion trends are confirmed by customer purchases. We must carry a significant amount of inventory, especially before the peak selling periods. If we are not successful in selling our inventory, especially during our peak selling periods, we may be forced to rely on markdowns or promotional sales to dispose of the inventory or we may not be able to sell the inventory at all, which could have a material adverse effect on our business, financial condition and results of operations.

      Because a significant portion of our business is apparel sales and subject to weather conditions in our markets, our operating results may be unexpectedly and adversely affected by inclement weather. Frequent or unusually heavy snow, ice or rain storms might make it difficult for our customers to travel to our stores and thereby reduce our sales and profitability. Extended periods of unseasonable temperatures in our markets, potentially during our peak seasons, could render a portion of our inventory incompatible with those unseasonable conditions. Reduced sales from extreme or prolonged unseasonable weather conditions could adversely affect our business, financial condition and results of operations.

      Our management believes that the full integration of NDSG will allow us to achieve cost savings relating to the elimination of duplicate departments and redundant infrastructure and to achieve operating efficiencies, as well as revenue enhancement opportunities. However, the anticipated benefits are based on projections and assumptions and not on actual results. Accordingly, we cannot assure you that we will realize the anticipated benefits. Our ability to realize these benefits could be adversely impacted by difficulties in integrating NDSG’s operations, by any inability to achieve certain economies of scale and by the diversion of management’s attention from our ongoing business concerns. Integrating operations will require significant efforts and expenses. Personnel may leave or be terminated because of the Acquisition. If these factors limit our ability to integrate the operations of NDSG successfully or on a timely basis, our expectations of future results of operations, business opportunities, growth prospects and cost savings expected to result from the acquisition of NDSG may not be met. We may not be able to capitalize on expected business opportunities, including retaining NDSG’s current customers, assumptions underlying estimates of expected cost savings may be inaccurate, or general industry and business conditions may deteriorate. We may encounter difficulties integrating our internal controls, procedures and policies. In addition, our growth and operating strategies for NDSG’s business may be different from the strategies that NDSG pursued as part of Saks. If our strategies are not the proper strategies for NDSG, it could have a material adverse effect on our business, financial condition and results of operations.

      We may pursue increased market penetration through strategic acquisitions. If we are unable to successfully complete acquisitions or to effectively integrate acquired businesses, our ability to grow our business or to operate our business effectively could be reduced, and our business, financial condition and operating results could suffer. We also cannot assure you that we will be able to integrate the operations of any strategic acquisitions we complete in the future without encountering difficulty regarding different business strategies with respect to marketing, integration of personnel with disparate business backgrounds and corporate cultures, integration of different point-of-sale systems and other technology and managing relationships with other business partners.

      The consummation and integration of any future acquisition involve many risks, including the risks of:

      Our business is dependent to a significant degree upon close relationships with our vendors and our ability to purchase brand name merchandise at competitive prices. The loss of key vendor support could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to acquire brand name merchandise at competitive prices or on competitive terms in the future. For example, certain merchandise that is high profile and in high demand may be allocated by vendors based upon the vendors’ internal criteria, which are beyond our control.

      The products we sell are sourced from a wide variety of domestic and international vendors. Our ability to find qualified vendors and source products in a timely and cost-effective manner, including obtaining vendor allowances in support of our advertising and promotional programs, represents a significant challenge. The availability of products and the ultimate costs of buying and selling these products, including advertising and promotional costs, are not completely within our control and could increase our merchandise and operating costs and adversely affect our business. Additionally, costs and other factors specific to imported merchandise, such as trade restrictions, tariffs, currency exchange rates and transport capacity and costs, are beyond our control and could restrict the availability of imported merchandise or significantly increase the costs of our merchandise sales and adversely affect our business, financial condition and results of operations.

      Our proprietary credit card programs are operated by HSBC. Under our agreements with HSBC, HSBC issues our proprietary credit cards to our customers and we receive a percentage of the net credit sales thereunder. If for any reason HSBC is unwilling or unable to provide the services comprising our proprietary credit card programs, or our agreements with HSBC are terminated, in either case under circumstances in which we are unable to quickly and adequately contract with a comparable replacement vendor of such services, our customers who have accounts under our proprietary credit card programs will be unable to use their cards, which would likely result in a certain decrease in sales to such customers, a loss of the revenues attributable to the payments from HSBC, and an adverse effect on customer goodwill, any or all of which could have a material adverse effect on our business, financial condition and results of operations.

      A majority of our merchandise is manufactured outside of the United States, primarily in India and the Far East. As a result, political instability or other events resulting in the disruption of trade from the countries where our merchandise is manufactured or the imposition of additional regulations relating to, or duties upon, the merchandise we import could cause significant delays or interruptions in the supply of our merchandise or increase our costs, either of which could have a material adverse effect on our business. If we are forced to source merchandise from other countries, those goods may be more expensive or of a different or inferior quality from the merchandise we now sell. If we were unable to adequately replace the merchandise we currently source with merchandise produced elsewhere, our business, financial condition and results of operations could be adversely affected.

      Our success depends to a significant degree upon the continued contributions of our executive officers and other key personnel, both individually and as a group. Our future performance will be substantially dependent on our ability to retain or replace our key personnel and the inability to retain or replace our key personnel could prevent us from executing our business strategy.

      Our performance is dependent on attracting and retaining a large number of quality sales associates. Many of those sales associates are in entry level or part-time positions with historically high rates of turnover. Our ability to meet our labor needs while controlling costs is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation and changing demographics. Changes that adversely impact our ability to attract and retain quality sales associates could adversely affect our performance.

      In recent years, we have experienced certain inflationary conditions in our cost base due primarily to (1) changes in foreign currency exchange rates that have reduced the purchasing power of the U.S. dollar and (2) increases in selling, general and administrative expenses, particularly with regard to employee benefits. Inflation can harm our margins and profitability if we are unable to increase prices or cut costs enough to offset the effects of inflation in our cost base. If inflation in these or other costs worsens, we cannot assure you that our attempts to offset the effects of inflation through control of expenses, passing cost increases to our customers or any other method will be successful. Any future inflation could adversely affect our business, financial condition and results of operations.

      We spend extensively on advertising and marketing. Our business depends on effective marketing to generate customer traffic in our stores. If our advertising and marketing efforts are not effective, our business, financial condition and results of operations could be negatively affected.

      To keep pace with changing technology, we must continuously provide for the design and implementation of new information technology systems as well as enhancements of our existing systems. Any failure to adequately maintain and update the information technology systems supporting our sales operations or inventory control could prevent us from processing and delivering merchandise, which could adversely affect our business, financial condition and results of operations.

      Our trademarks and trade names are important to our business and are generally sufficient to permit us to carry on our business as presently conducted. We cannot, however, know whether we will be able to secure protection for our intellectual property in the future or if that protection will be adequate for future operations. Further, we face the risk of ineffective protection of intellectual property rights in jurisdictions where we source and distribute our products. We also cannot be certain that our activities do not infringe on the proprietary rights of others. If we are compelled to prosecute infringing parties, defend our intellectual property or defend ourselves from intellectual property claims made by others, we may face significant expense and liability.

      Collectively, as of June 1, 2006, Tim Grumbacher, certain trusts for the benefit of members of Mr. Grumbacher’s family and The Grumbacher Family Foundation beneficially owned shares of our outstanding common stock (which is entitled to one vote per share) and shares of our Class A common stock (which is entitled to ten votes per share) representing, in the aggregate, approximately 63% of the votes eligible to be cast by shareholders in the election of directors and generally. Accordingly, Mr. Grumbacher has the power to control all matters requiring the approval of our shareholders, including the election of directors and the approval of mergers and other significant corporate transactions. The interests of Mr. Grumbacher and certain other stockholders may conflict with the interests of our other shareholders and holders of our debt securities.

      Global economic and political factors that are beyond our control influence our forecasts and directly affect our performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence and spending. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. Increases in interest rates would increase our financing costs.

      The unaudited pro forma financial data in this prospectus are presented for illustrative purposes only and are not necessarily indicative of what our actual results of operations would have been had the Acquisition been completed on the dates indicated. The unaudited historical pro forma financial data in this prospectus do not give effect to the following:

      In addition, the unaudited historical pro forma financial data in this prospectus is based on the purchase price Bon-Ton paid for NDSG on the date of the Acquisition, which is subject to adjustments to working capital, certain unfunded employee benefit plan liabilities and certain other factors. Any such purchase price adjustments could have the effect of increasing or decreasing the purchase price for the Acquisition. Also, the preliminary purchase price allocation performed as of the date of the Acquisition is subject to the final fair value determination of certain assets and liabilities of NDSG. The foregoing matters and other factors could cause both our pro forma historical results of operations, and our actual future results of operations, to differ materially from those presented in the unaudited pro forma financial data in this prospectus.

      Various aspects of our operations are subject to federal, state or local laws, rules and regulations, any of which may change from time to time. Additionally, we are regularly involved in various litigation matters that arise in the ordinary course of business. Litigation or regulatory developments could adversely affect our business, financial condition and results of operations.

USE OF PROCEEDS

      We will not receive any cash proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the original notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement. The net proceeds from the offering of the original notes were approximately $496 million, after deducting the initial purchasers’ discount and certain offering expenses. We used the proceeds from the sale of the original notes, together with the proceeds of our new mortgage loan facility and borrowings under our new senior secured credit facility, to finance the Acquisition, repay our previous senior secured credit facility, and pay related fees and expenses.

CAPITALIZATION

      The following table sets forth our cash and cash equivalents and capitalization as of April 29, 2006. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Bon-Ton’s and NDSG’s audited consolidated financial statements and notes thereto and Bon-Ton’s unaudited consolidated financial statements and notes thereto included elsewhere in this prospectus.

SELECTED HISTORICAL FINANCIAL DATA FOR BON-TON

      Bon-Ton’s selected historical financial data presented in the table below for and as of the end of each of the last five fiscal years are derived from our audited consolidated financial statements. Bon-Ton’s selected historical financial data for the 13 weeks ended April 29, 2006 and April 30, 2005 and as of April 29, 2006 are derived from Bon-Ton’s unaudited consolidated financial statements and, in the opinion of its management, include all adjustments (consisting of normal recurring items) necessary for the fair presentation of the results of such periods. The table below should be read in conjunction with the audited consolidated financial statements for Bon-Ton and the notes thereto, the unaudited consolidated financial statements of Bon-Ton and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Bon-Ton” included elsewhere in this prospectus.

SELECTED HISTORICAL FINANCIAL DATA FOR NDSG

      The consolidated financial data for NDSG for and as of the end of each of the four years ended January 28, 2006 are derived from NDSG’s audited consolidated financial statements. This information is only a summary and should be read in conjunction with the consolidated financial statements for NDSG and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — NDSG” included elsewhere in this prospectus.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

      The following unaudited pro forma consolidated financial data give effect to the Transactions as if they had occurred on the dates indicated below and after giving effect to the pro forma adjustments. The Unaudited Pro Forma Consolidated Statement of Operations for the fiscal quarter ended April 29, 2006 has been derived from Bon-Ton’s unaudited statement of operations for the first quarter of fiscal 2006 and NDSG’s unaudited financial records for the period from January 29, 2006 to March 4, 2006, and gives effect to the consummation of the Transactions, as if they occurred on January 29, 2006. The Unaudited Pro Forma Consolidated Statement of Operations for the fiscal year ended January 28, 2006 has been derived from Bon-Ton’s and NDSG’s audited statements of income for the fiscal year ended January 28, 2006, and gives effect to the consummation of the Transactions, as if they occurred on January 30, 2005.

      The pro forma adjustments are based upon available information and certain assumptions that we consider reasonable. The pro forma results of operations are not necessarily indicative of the results of operations that would have been achieved had the transactions reflected therein been consummated on the date indicated or that will be achieved in the future. The unaudited pro forma consolidated financial data are based on preliminary estimates and assumptions set forth in the accompanying notes. Pro forma adjustments are necessary to reflect the estimated purchase price and to adjust amounts related to NDSG’s assets and liabilities to a preliminary estimate of their fair values. Pro forma adjustments are also necessary to reflect the changes in depreciation and amortization expense resulting from fair value adjustments to assets, interest expense due to the new debt structure, and the taxation of NDSG’s income as a result of the Transactions, as well as the effects related to such pro forma adjustments.

      The pro forma adjustments and allocation of purchase price are preliminary and are based on our estimates of the fair value of the assets acquired and liabilities assumed in connection with the Acquisition. The final purchase price allocation will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual assets and liabilities of NDSG that existed as of the date of the completion of the Acquisition. Any final adjustments may materially change the allocation of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a significant change to the unaudited pro forma consolidated financial data.

      The unaudited pro forma consolidated financial data should be read in conjunction with “Selected Historical Financial Data for Bon-Ton,” “Selected Historical Financial Data for NDSG,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Bon-Ton’s and NDSG’s audited consolidated financial statements and notes thereto and Bon-Ton’s unaudited consolidated financial statements and the notes thereto included elsewhere in this prospectus.

THE BON-TON STORES, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the 13 Weeks Ended April 29, 2006

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the 13 Weeks Ended April 29, 2006

(dollars in thousands)

(a) Historical Bon-Ton includes the post acquisition results of operations for NDSG for the period from March 5, 2006 to April 29, 2006.

(b) Pre-Acquisition NDSG represents the estimated results of operations for NDSG for the period from January 29, 2006 to March 4, 2006.

(c) The Unaudited Pro Forma Consolidated Statement of Operations excludes Bon-Ton’s estimated severance and other costs of $11,000, commitment fee costs of $4,500 related to a bridge loan, and the elimination of Bon-Ton’s deferred financing fees of $2,319 related to its existing senior secured credit facility, which are nonrecurring items directly attributable to the Acquisition. See notes (d) and (f) below for the pro forma adjustments to remove the nonrecurring charges directly attributable to the Acquisition which are reflected in the Historical Bon-Ton results.

(d) Selling, general and administrative

      Represents an increase in depreciation and amortization expense resulting from the preliminary estimate of the adjustment to NDSG’s property, fixtures and equipment and identifiable intangible assets. The increase in depreciation and amortization expense for the pre-acquisition period from January 29, 2006 to March 4, 2006 has been estimated as follows:

      The unaudited pro forma consolidated financial statements reflect a preliminary allocation to tangible assets, liabilities, goodwill and other intangible assets. The final purchase price allocation may result in a different allocation for tangible and intangible assets than that presented in these unaudited pro forma consolidated financial statements. An increase or decrease in the amount of purchase price allocated to amortizable assets would impact the amount of annual amortization expense. The following table shows the effect on pro forma net income for every $10,000 of purchase price allocated to property and equipment and amortizing intangible assets at a range of weighted-average useful lives:

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS — (Continued)

For the 13 Weeks Ended April 29, 2006

(dollars in thousands)

(g) Income tax provision (benefit)

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Fiscal Year Ended January 28, 2006

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(dollars in thousands)

(a) The Unaudited Pro Forma Consolidated Statement of Operations excludes Bon-Ton’s estimated severance and other relocation costs of $11,000, the commitment fee costs of $4,500 related to a bridge loan, and the elimination of Bon-Ton’s deferred financing fees of $2,478 related to its existing senior secured credit facility, which are nonrecurring items directly attributable to the transaction.

(b) Certain reclassifications have been reflected as pro forma adjustments to conform the historical NDSG presentation to the presentation used by Bon-Ton in the Unaudited Pro Forma Consolidated Statements of Operations. NDSG’s historical leased department revenue was reclassified from net sales to other income, and buying costs were reclassified from costs of merchandise sold to selling, general and administrative.

      Represents an increase in depreciation and amortization expense resulting from the preliminary estimate of the adjustment to NDSG’s property, fixtures and equipment and identifiable intangible assets based on the adjustment of such assets fair value as discussed in the Notes to the Unaudited Pro Forma Consolidated Balance Sheet. The increase in depreciation and amortization expense has been estimated as follows:

      The unaudited pro forma consolidated financial statements reflect a preliminary allocation to tangible assets, liabilities, goodwill and other intangible assets. The final purchase price allocation may result in a different allocation for tangible and intangible assets than that presented in these unaudited pro forma consolidated financial statements. An increase or decrease in the amount of purchase price allocated to amortizable assets would impact the amount of annual amortization expense. The following table shows the effect on pro forma net income for every $10,000 of purchase price allocated to property, fixtures and equipment and amortizing intangible assets at a range of weighted-average useful lives:

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS — (Continued)

(dollars in thousands)