SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
----------------------
PROVANTAGE HEALTH SERVICES, INC.
(Name of Subject Company)
PROVANTAGE HEALTH SERVICES, INC.
(Names of Person(s) Filing Statement)
Common Stock, $0.01 par value per share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
---------------------
743725 10 3
(CUSIP Number of Class of Securities)
----------------------
Jeffrey A. Jones
President and Chief Executive Officer
ProVantage Health Services, Inc.
N19 W24130 Riverwood Drive
Waukesha, Wisconsin 53188
(262) 312-3000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
----------------------
With copies to:
Jay O. Rothman
Russell E. Ryba
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender
<PAGE>
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
May 10, 2000 (the "Schedule 14D-9") by ProVantage Health Services, Inc., a
Delaware corporation (the "Company"), relating to the cash tender offer by PV
Acquisition Corp., a Delaware corporation ("Offeror") and an indirect
wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation
("Parent"), to purchase all outstanding Shares at a price of $12.25 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in Offeror's Offer to Purchase, dated May 10, 2000 (as amended or
supplemented), and in the related Letter of Transmittal. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 is hereby amended by adding the following information under the
caption "Certain Litigation":
On or about May 31, 2000, counsel to the Company
received a letter from Milberg Weiss Bershad Hynes & Lerach
LLP, counsel to James Jorgensen, the named plaintiff in the
purported class action, addressed to the Boards of Directors
of the Company, ShopKo Stores, Inc. and Parent asserting
that the "SEC forms 14D-1 [Schedule TO] and [Schedule] 14D-9
. . . are false and misleading in that they fail to disclose
material information rendering such documents false and
misleading." The letter is attached as Exhibit (a)(6) hereto
and is incorporated herein by reference.
The Company believes these assertions are without
merit. This summary is qualified in its entirety by
reference to Exhibit (a)(6) hereto.
Item 9. Exhibits.
Item 9 is hereby amended by adding the following exhibit:
Exhibit
Number Description
------- ----------------------------------------------------------------
(a)(6) Letter from Milberg Weiss Bershad Hynes & Lerach LLP dated May
31, 2000.
1
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 5, 2000.
PROVANTAGE HEALTH SERVICES, INC.
By: /s/ Patricia A. Nussle
-------------------------------------
Patricia A. Nussle
Vice President - Legal Affairs and
Secretary
2
