NEW YORK — The management of Elder-Beerman Stores Corp., led by president and chief executive officer Byron “Bud” Bergren, is negotiating exclusively to take over the company through a buyout, sources said Thursday.

Elder-Beerman disclosed on May 16 that it had received an unsolicited offer from one party, but has never identified that party. According to sources, the management group has through early July to complete its negotiations and due diligence and arrange financing. Elder-Beerman’s board would then be required to entertain other offers.

One offer has come in so far. After first expressing its interest on May 20, EB Acquisition Ltd. on June 4 offered to acquire all shares of common stock of Elder-Beerman, at $5.50 a share, a total of about $62.7 million and a 3.8 percent premium to its $5.30 share price at the time. To satisfy shareholders, management’s offer would have to be higher.

Shares of Elder-Beerman closed up 9 cents, or 1.7 percent, at $5.39 in Nasdaq trading Thursday.

EB Acquisition said it wouldkeep the company’s headquarters in Dayton, maintain its employee base and expand in various areas in the U.S. EB Acquisition is led by Daniel S. Summers, an Ohio-based real estate investor and developer with experience developing and managing commercial and retail properties.

Financial sources said that Elder-Beerman is under no obligation to disclose the party with whom it is exclusively negotiating until the end of the exclusivity period. Bergren was traveling Thursday and could not be reached for comment.

Elder-Beerman, a regional, moderate to better priced department store chain, has been struggling for years, which could make it challenging for a buyout to be financed. However, one valuable asset is the company’s proprietary credit-card operation which could be sold off.

Bergren very much wants to hang onto Elder-Beerman, especially since he has been pushing the chain’s smaller, new concept stores, which could be the key to the company’s future. They use a single-story store format, designed specifically for smaller to mid-sized markets, including central customer service centers for faster checkouts, self-select cosmetics, a combined juniors’ and young men’s shop called The Zone, and a bridal registry kiosk. About a dozen such stores are operating.Market sources say regional chains need at least $1 billion in sales for survival. Elder-Beerman’s net sales for 2002 were $639.8 million compared with $643.1 million in 2001. Comparable-store sales decreased 2.4 percent. The chain posted a net loss of $14.2 million, including special items.

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