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By Jessica DiNapoli and Tom Hals

April 3 (Reuters) - U.S. mall owners Namdar Realty Group andWashington Prime Group Inc are in talks to acquire U.S.department store operator Bon-Ton Stores Inc out ofbankruptcy, people familiar with the matter said on Tuesday.

Namdar's and Washington Prime's bid for Bon-Ton offers apath for the retailer to survive, three sources said. Firmsspecializing in liquidation plan to submit a $740 million offerfor Bon-Ton in partnership with its bondholders. If that bidwere to prevail, the company would be dismantled.

Bon-Ton, which filed for bankruptcy in February with about250 stores, is a significant tenant of both Namdar andWashington Prime malls. Its survival would help protect thevalue of these malls, the sources said. Namdar plans to workwith its partner, Mason Asset Management, which jointly investswith Namdar and manages its properties, on the bid.

Bon-Ton extended the deadline for bids in its bankruptcyauction last week to April 4, after announcing it was in activediscussions with a bidder whom it did not identify. That bidderis the consortium of Namdar and Washington Prime, according tothe sources.

Namdar and Washington Prime are still working on securingfunding for the deal, and may use their properties to raise debtto finance the acquisition, the sources said. There is nocertainty their bid will be successful, and it is possible thebid deadline is extended once again, one of the sources added.

Namdar and Mason declined to comment. Washington Prime andBon-Ton did not immediately return requests for comment.

Liquidators and Bon-Ton's bondholders, led by hedge fundBrigade Capital Management LP, have been calling for Bon-Ton'swind down for months. Their $740 million offer for the companyincludes $540 million in cash and the bondholders' debt, one ofthe sources said.

The bondholders' bid would fund Bon-Ton's wind-down, andwould also give the retailer's other creditors the option toacquire the department stores' leases, intellectual property andshop fixtures. The creditors could then sell those assets to anyparties interested in re-opening the stores, the sources said.

Namdar and Mason own about 130 malls across the UnitedStates and in recent years have acquired properties from severalreal estate investment trusts, including CBL & AssociatesProperties Inc, Pennsylvania Real Estate InvestmentTrust and GGP Inc. It has also bought propertiesout of bankruptcy auctions.

Washington Prime, spun out of Simon Property Group Incin 2014, owns interests in 108 properties.(Reporting by Jessica DiNapoli in New York and Tom Hals inWilmington, Delaware; additional reporting by Carl O'Donnell andMelissa Fares in New York; Editing by Lisa Shumaker)