<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 2000
Or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------------- -----------------
Commission file number 1-14923
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PROVANTAGE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1508848
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
N19 W24130 RIVERWOOD DRIVE, WAUKESHA, WISCONSIN 53188
----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 262/312-3000
-----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of each of the issuer's classes of Common
Stock as of May 31, 2000 is as follows:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS SHARES OUTSTANDING
------------------- ------------------
<S> <C>
Common Stock 18,150,000
</TABLE>
1
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PROVANTAGE HEALTH SERVICES, INC.
FORM 10-Q
FOR THE 13 WEEKS ENDED APRIL 29, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Part I Item 1 - Financial Statements
Consolidated Statements of Net Earnings for the 13
weeks ended April 29, 2000 and May 1, 1999 3
Consolidated Balance Sheets as of April 29, 2000
and January 29, 2000 4
Consolidated Statements of Cash Flows for the 13
weeks ended April 29, 2000 and May 1, 1999 5
Consolidated Statements of Shareholders' Equity for
the 13 weeks ended April 29, 2000 and for the period
ended January 29, 2000 6
Notes to Consolidated Financial Statements 7
Item 2 - Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures About 11
Market Risk
Part II Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities and Use of Proceeds 12
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
PROVANTAGE HEALTH SERVICES, INC.
CONSOLIDATED STATEMENTS OF NET EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FIRST QUARTER (13 WEEKS)
ENDED
---------------------------------
APRIL 29, MAY 1,
2000 1999
--------------- -------------
(UNAUDITED)
<S> <C> <C>
Revenues $ 275,677 $ 214,949
Costs and expenses:
Cost of revenues 260,778 201,181
Selling, general and administrative expenses 9,004 7,778
Depreciation and amortization expenses 2,726 2,061
Merger related costs 400 ---
------------ ------------
272,908 211,020
------------ ------------
Income from operations 2,769 3,929
Interest income - net 627 174
------------ ------------
Earnings before income taxes 3,396 4,103
Provision for income taxes 1,483 1,750
------------ ------------
Net earnings $ 1,913 $ 2,353
============ ============
Basic net earnings per common share $ 0.11 $ 0.19
============ ============
Weighted average number of common shares
outstanding 18,150 12,550
Diluted net earnings per common share $ 0.11 $ 0.19
============ ============
Adjusted weighted average number of common
shares outstanding 18,157 12,550
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
PROVANTAGE HEALTH SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29,
2000 2000
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 66,754 $ 39,895
Receivables, less allowances for losses of
$1,231 and $1,213, respectively 110,335 114,456
Pharmaceutical inventories 4,103 3,713
Deferred tax benefits 643 650
Other current assets 1,852 1,620
----------- -----------
Total current assets 183,687 160,334
Other assets - net 17 21
Intangible assets - net 66,939 67,978
Property and equipment - net 31,113 28,916
----------- -----------
Total assets $ 281,756 $ 257,249
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term obligations $ 782 $ 826
Accounts payable - trade 85,439 78,645
Accounts payable - ShopKo Stores, Inc. 27,842 11,236
Accrued liabilities 10,989 12,011
----------- -----------
Total current liabilities 125,052 102,718
Long-term obligations 1,792 2,006
Deferred income taxes 7,957 7,483
Shareholders' equity:
Common stock 182 182
Additional paid-in capital 137,918 137,918
Retained earnings 8,855 6,942
----------- -----------
Total shareholders' equity 146,955 145,042
----------- -----------
Total liabilities and shareholders' equity $ 281,756 $ 257,249
=========== ===========
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
PROVANTAGE HEALTH SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)
<TABLE>
<CAPTION>
FIRST QUARTER
(13 WEEKS) ENDED
-------------------------------
APRIL 29, MAY 1,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,913 $ 2,353
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,726 2,061
Provision for losses on receivables 175 172
Deferred income taxes 1,106 ---
Change in assets and liabilities:
Receivables 3,946 (10,565)
Pharmaceutical inventories (390) 746
Other current assets (857) (556)
Other assets --- 2,888
Accounts payable 23,399 (9,880)
Accrued liabilities (1,021) (1,704)
----------- -----------
Net cash from operating activities 30,997 14,485
Cash flows from investing activities:
Payments for property and equipment (3,880) (3,810)
----------- -----------
Net cash used in investing activities (3,880) (3,810)
Cash flows from financing activities:
Change in short-term obligations (44) 14
Capital contribution --- (6,397)
Change in long-term obligations (214) ---
----------- -----------
Net cash used in financing activities (258) (6,383)
Net increase (decrease) in cash and cash equivalents 26,859 (24,678)
Cash and cash equivalents at beginning of period 39,895 24,680
----------- -----------
Cash and cash equivalents at end of period $ 66,754 $ 2
=========== ===========
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
PROVANTAGE HEALTH SERVICES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK
----------------------------- ADDITIONAL
PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
BALANCES AT JANUARY 30, 1999 12,550 $ 126 $ 88,997 $ 22,925
Capital contribution --- --- 3,106 ---
Dividend paid to parent --- --- (46,498) (27,245)
Sale of common stock under public offering 5,600 56 92,313 ---
Net earnings --- --- --- 11,262
---------- --------- ----------- -----------
BALANCES AT JANUARY 29, 2000 18,150 182 137,918 6,942
Net earnings --- --- --- 1,913
---------- --------- ----------- -----------
BALANCES AT APRIL 29, 2000 18,150 $ 182 $ 137,918 $ 8,855
========== ========= =========== ===========
</TABLE>
Interim data subject to year end audit.
See notes to consolidated financial statements
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company's consolidated financial statements and the notes to the
consolidated financial statements in the Company's Annual Report on Form 10-K
for fiscal 1999 contain a summary of significant accounting policies. The same
accounting policies are followed in the preparation of interim reports.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reporting period. Actual results could differ from those
estimates.
The data presented herein is unaudited, but in the opinion of management,
includes all adjustments (which consist only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position of the
Company and its subsidiaries at April 29, 2000 and May 1, 1999 and the results
of their operations and cash flows for the periods then ended. These interim
results are not necessarily indicative of the results of the fiscal year as a
whole.
(2) NET EARNINGS PER COMMON SHARE
Basic net earnings per common share are computed by dividing net earnings
by the weighted average number of common shares outstanding. Diluted net
earnings per common share are computed by dividing net earnings by the weighted
average number of common shares outstanding increased by the number of dilutive
potential common shares based on the treasury stock method.
(3) SUBSEQUENT EVENT AND RELATED COSTS
On May 4, 2000, the Company entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Merck & Co., Inc. ("Merck") and PV
Acquisition Corp., an indirect wholly-owned subsidiary of Merck (the "Offeror").
Pursuant to the Merger Agreement, the Offeror commenced a tender offer to
purchase all of the outstanding shares (the "Shares") of the common stock of the
Company at a price of $12.25 per Share in cash (the "Offer"). The Offer is
scheduled to expire at 12:00 midnight, New York City time, on June 14, 2000,
unless extended. Completion of the Offer is subject to customary conditions,
including the expiration of applicable waiting periods under the
Hart-Scott-Rodino Act of 1976, which expired June 2, 2000.
Assuming that the Offer is successfully completed, upon approval by a
stockholder vote, if required, the Offeror will be merged into the Company, and
all Shares not purchased pursuant to the Offer will be "cashed out" in a
second-step merger at $12.25 per Share.
Concurrently with entering into the Merger Agreement, the Offeror and
Merck entered into a Stockholder Agreement (the "Stockholder Agreement") with
ShopKo Stores, Inc. ("ShopKo") and SKO Holdings, Inc. (together with ShopKo, the
"Majority Stockholder"), whereby the Majority Stockholder has agreed, among
other things, to tender its Shares in the Offer and to grant the Offeror an
option to purchase the Shares held by the Majority Stockholder at the Offer
Price under specified circumstances. The Majority Stockholder beneficially owns
approximately 64.5% of all outstanding Shares.
7
<PAGE> 8
During the first quarter of fiscal 2000, the Company incurred
transaction-related costs of approximately $400,000 for professional fees and
other related transaction costs.
(4) MAJOR CUSTOMER
For the first quarter ended April 29, 2000 and May 1, 1999, one customer,
American Medical Security, Inc., represented $23.8 million and $23.0 million,
respectively, of the Company's revenues. These amounts represented 8.6 % and
10.7% of revenues in each period, respectively. The Company's current contract
with American Medical Security for pharmacy benefit management services expires
on December 31, 2002. For a more complete description of the Company's
relationship with American Medical Security and the possible effect on the
Company of the loss of one or more significant customers, see the Company's Form
10-K for fiscal 1999.
8
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ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company operates in one business segment, health benefit management.
The following table sets forth items from the Company's unaudited consolidated
financial statements for the first quarter of fiscal 2000 and 1999 as a
percentage of revenues:
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------------------
FISCAL FISCAL
2000 1999
------------ -----------
<S> <C> <C>
Revenues 100.0% 100.0%
Costs and expenses
Cost of revenues 94.6 93.6
Selling, general and administrative expenses 3.3 3.6
Depreciation and amortization expenses 1.0 1.0
Merger related costs 0.1 ---
---------- ---------
99.0 98.2
Income from operations 1.0 1.8
Interest income - net 0.2 0.1
---------- ---------
Earnings before income taxes 1.2 1.9
Provision for income taxes 0.5 0.8
---------- ---------
Net earnings 0.7% 1.1%
========== =========
</TABLE>
REVENUES
Revenues for the first quarter of fiscal 2000 increased $60.7 million, or
28.3%, to $275.7 million. This increase was due primarily to internally
generated growth in claims processing and mail pharmacy. Revenues from pharmacy
claims processing increased $51.2 million, or 27.4%. This increase reflected a
15.9% increase in the number of claims processed and a 10% increase in the
average revenue per claim processed. Revenues from the Company's mail pharmacy
services increased $8.9 million, or 35.9%, reflecting a 24.2% increase in the
number of prescriptions dispensed and a 9.4% increase in the average revenue per
prescription dispensed.
GROSS MARGIN
Gross margin, calculated as revenues less cost of revenues, for the first
quarter of fiscal 2000 increased $1.1 million, or 8.2%, compared to the first
quarter of fiscal 1999. This increase was principally attributable to a $1.0
million increase in gross margin associated with mail pharmacy services, and a
$0.3 million increase in gross margin associated with claims processing. The
rate of growth in gross margin was significantly less than the rate of growth in
revenues between years. The lower rate of growth in gross margin was due to
several factors. The Company entered into a new contract for services effective
January 1, 2000 with a major customer. The new contract resulted in a reduction
in gross margin between periods of approximately $0.6 million. The Company also
added a new customer between years that accounted for
9
<PAGE> 10
approximately 9% of revenues in the first quarter of fiscal 2000. The Company's
gross margin for its services under this new contract is significantly lower
than that on its other business. In addition, the Company has experienced
competitive pricing pressures between years among its existing client base of
business. The Company's gross margin percentage was 5.4% for the first quarter
of fiscal 2000 and 6.4% for the first quarter of fiscal 1999. The decrease in
gross margin as a percentage of revenues was primarily attributable to the new
customer contract and the impact of the pricing pressures discussed above, as
well as increasing prescription drug costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the first quarter of
fiscal 2000 increased $1.2 million, or 15.8%, to $9.0 million. This increase
related to additional personnel to support transaction growth and continued
investment in health information technology and clinical products and services.
Selling, general, and administrative expenses, as a percentage of revenues, were
3.3% in the first quarter of fiscal 2000 compared to 3.6% in the first quarter
of fiscal 1999. This decrease as a percentage of revenues was primarily due to
the leveraging of fixed costs against increased revenue volume.
Depreciation and amortization expenses for the first quarter of fiscal 2000
increased $0.7 million, or 32.3%, to $2.7 million. This increase was
attributable to increased investment in equipment related to the Company's
business and increased amortization of capitalized software costs. Depreciation
and amortization expenses as a percentage of revenues were 1.0% for the first
quarter of both fiscal years.
TRANSACTION-RELATED COSTS
During the first quarter of fiscal 2000, the Company incurred
transaction-related costs of approximately $400,000 in connection with the
proposed merger transaction with Merck.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily on cash generated from operations and the
retained proceeds of the Company's initial public offering, with any remaining
funding requirements being met from short-term borrowings from ShopKo Stores,
Inc. ("ShopKo). Cash provided from net earnings before depreciation and
amortization was $4.6 million for the first quarter of fiscal 2000 compared to
$4.4 million for the same period last year.
The Company, as of April 29, 2000, had $25.0 million of borrowing
capability under a credit agreement facility maintained by ShopKo. No borrowings
were outstanding under the credit agreement as of April 29, 2000. Funds
generated from the Company's 1999 initial public offering and operations, and if
necessary, the ShopKo borrowing arrangement or other short-term borrowings, are
expected to fund the projected working capital needs and capital expenditures
through fiscal 2000. The Company's principal use of cash is for the purchase of
property, equipment and systems technology. The Company spent $3.9 million on
capital expenditures in the first quarter of fiscal 2000, compared to $3.8
million on capital expenditures for the same period last year. The Company's
total capital expenditures for the fiscal year ending February 3, 2001 are
anticipated to approximate $14.0 to $15.0 million, the majority of which is
expected to relate to replacement of the Company's retail network processing
system and continued enhancements and development in its suite of health
information technology products. Such plans may be reviewed and revised from
time to time in light of changing conditions.
10
<PAGE> 11
INFLATION
Inflation has and is expected to have only a minor effect on the results of
operations of the Company and its internal and external sources of liquidity.
ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standard ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities" was issued. In
June 1999, SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of SFAS No. 133 - an Amendment to
SFAS No. 133", was issued, approving a delay in the effective date of SFAS No.
133 until January 2001. ProVantage believes this statement will have no
significant impact on its consolidated financial statements.
On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements". SAB No. 101 is effective for financial statements for the first
fiscal quarter of the fiscal year beginning after December 15, 1999. ProVantage
anticipates that the annual impact on its financial statements of adopting SAB
No. 101 will not be significant.
FORWARD-LOOKING STATEMENTS
Item 2 of this Form 10-Q, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contains forward-looking
statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
include, without limitation, statements regarding earnings, growth and capital
expenditure plans, the awarding of contracts and capital requirements. Such
statements are subject to important factors that could cause the Company's
actual results to differ materially from those anticipated by the
forward-looking statements. These factors include those referenced in the
Company's Form 10-K for fiscal 1999 or as may be described from time-to-time in
the Company's subsequent SEC filings.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ProVantage has not historically been subject to material market risk, such
as interest rate risk or foreign currency exchange risk. To the extent
ProVantage borrows money pursuant to its credit agreement with ShopKo,
ProVantage will be subject to changes in interest rates.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
On May 8, 2000, a purported class action was filed in the Circuit Court of
the State of Wisconsin for Waukesha County by James Jorgensen (Case No.
00CV-938), an alleged stockholder of the Company (the "Action"). The complaint
evidencing the Action (the "Complaint") names the Company and the directors of
the Company as defendants (the "Defendants") and alleges, among other things,
that (1) the Company's directors breached their respective fiduciary duties by
engaging in self-dealing, failing to take steps to maximize the value of the
Company, including avoiding competitive bidding and ignoring or failing to
protect against conflicts of interest of the directors of the Company, and (2)
the proposed purchase price for the shares of the Company's common stock does
not represent the true value of the Company. The Complaint requests that the
Circuit Court, among other things, declare that the Action is a proper class
action, enjoin the Offer or rescind the Offer to the extent completed, and award
compensatory monetary damages, including reasonable attorneys' and experts'
fees.
The Company believes the Action to be without merit and the Company intends
to vigorously contest all allegations set forth in the Complaint. There can be
no assurances, however, with regard to the outcome of the Action.
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 and Merck asserting that "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 Company
believes these additional assertions are without merit.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) A modification has been made to the Rights Agreement, dated as of
March 12, 1999, by and between the Company and Norwest Bank
Minnesota, National Association, as Rights Agent (the "Rights
Agreement"), relating to the common stock of the Company and the
associated Preferred Share Purchase Rights. On May 4, 2000, the
Company amended the Rights Agreement to provide that (1) Merck and
its affiliates will not be deemed to be the beneficial owners of
Shares as a result of the Merger Agreement or the Stockholder
Agreement or any purchase of Shares thereunder and (2) nothing in
the Rights Agreement will create or cause a Distribution Date (as
defined in the Rights Agreement) or constitute an event pursuant
to which a person becomes an Acquiring Person (as defined in the
Rights Agreement) as a result of the execution of the Merger
Agreement or the Stockholder Agreement or the commencement or
consummation of the transactions contemplated by the Merger
Agreement.
(b) Not applicable.
(c) Not applicable
12
<PAGE> 13
(d) The net proceeds to the Company from its initial public offering
in July 1999 were $93,744,000. From July 19, 1999 through April
29, 2000 the Company used the net proceeds of the offering as
follows:
(i) approximately $73,744,000 was used to repay a portion of a
demand promissory note issued to ShopKo;
(ii) $5,000,000 was used to make payment on a supplemental cash
payment right exercised by Avatex in connection with the
Company's acquisition of CareStream ScripCard;
(iii) $1,000,000 was used to make a payment due in connection
with the Company's acquisition of PharMark; and
(iv) the balance of the net proceeds was invested in high grade
short-term securities.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The Exhibits filed or incorporated by reference herein are as
specified in the Exhibit Index.
(b) Reports on Form 8-K.
The Company filed Current Reports on Form 8-K in the first quarter of fiscal
2000 as follows:
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROVANTAGE HEALTH SERVICES, INC.
(Registrant)
Date: June 12, 2000 By: /s/ Patricia A. Nussle
--------------------------------
Patricia A. Nussle
Vice President Legal Affairs and Secretary
(Duly Authorized Officer of Registrant)
Date: June 12, 2000 By: /s/ Peter J. Beste
--------------------------------
Peter J. Beste
Vice President and Controller
(Chief Accounting Officer and Duly
Authorized Officer of Registrant)
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EXHIBIT INDEX
PROVANTAGE HEALTH SERVICES, INC.
10-Q REPORT
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
2 Agreement and Plan of Merger, dated as of May 4, 2000, among Merck &
Co., Inc. PV Acquisition Corp. and ProVantage Health Services, Inc.
[Incorporated by reference to Exhibit 99(e)(1) to the Company's
Schedule 14D-9 dated May 10, 1999, as amended by the Company's
Schedule 14D-9/A filed June 6, 2000 (File No. 1-14923) (collectively,
the "Schedule 14D-9)].
4 First Amendment to Rights Agreement, dated as of May 4, 2000, between
ProVantage Health Services, Inc. and Norwest Bank Minnesota, National
Association [Incorporated by reference to Exhibit 99(e)(6) to the
Schedule 14D-9].
10.1 Stockholder Agreement, dated as of May 4, 2000, among ShopKo Stores,
Inc., SKO Holdings, Inc., Merck & Co., Inc. and PV Acquisition Corp.
[Incorporated by reference to Exhibit 99(e)(2) to the Schedule 14D-9].
10.2 Side Letter, dated as of May 4, 2000, among ProVantage Health
Services, Inc., ShopKo Stores, Inc. and Merck & Co., Inc.
[Incorporated by reference to Exhibit 99(e)(3) to the Schedule 14D-9].
10.3 Amended and Restated Tax Matters Agreement, dated as of May 4, 2000,
between ShopKo Stores, Inc. and ProVantage Health Services, Inc.
[Incorporated by reference to Exhibit 99(e)(4) to the Schedule 14D-9].
10.4 Amendment to Lease Agreement, dated as of May 4, 2000, between ShopKo
Stores, Inc. and PV Acquisition Corp. [Incorporated by reference to
Exhibit 99(e)(5) to the Schedule 14D-9].
10.5 Employment Agreement, between Merck-Medco Managed Care, L.L.C. and
Jeffrey A. Jones [Incorporated by reference to Exhibit 99(e)(7) to the
Schedule 14D-9].
10.6 Employment Agreement, between Merck-Medco Managed Care, L.L.C. and
Joseph A. Coffini [Incorporated by reference to Exhibit 99(e)(8) to
the Schedule 14D-9].
10.7 Employment Agreement, between Merck-Medco Managed Care, L.L.C. and
Peter F. Hoffman [Incorporated by reference to Exhibit 99(e)(9) to the
Schedule 14D-9].
10.8 Employment Agreement, between Merck-Medco Managed Care, L.L.C. and
Glen Laschober [Incorporated by reference to Exhibit 99(e)(10) to the
Schedule 14D-9].
10.9 Employment Agreement, between Merck-Medco Managed Care, L.L.C. and
Matthew Zirpoli [Incorporated by reference to Exhibit 99(e)(11) to the
Schedule 14D-9].
10.10 Form of ProVantage Health Services, Inc. Change of Control Severance
Agreement [Incorporated by reference to Exhibit 99(e)(12) to the
Schedule14D-9].
</TABLE>
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11 Computation of Earnings Per Common and Common Equivalent Share.
27 Financial Data Schedule.
16
