SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 2 OF
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
AND
AMENDMENT NO. 2 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
----------------------------
PROVANTAGE HEALTH SERVICES, INC.
(Name of Subject Company (Issuer))
MERCK & CO., INC. (OFFEROR PARENT)
PV ACQUISITION CORP. (OFFEROR)
MERCK-MEDCO MANAGED CARE, L.L.C. (PARENT SUBSIDIARY)
(Names of Filing Persons (identifying status as
offeror, issuer or other person))
----------------------------
Common Stock, Par Value $0.01 Per Share
(Including the Associated Rights)
(Title of Class of Securities)
743725 10 3
(CUSIP Number of Class of Securities)
----------------------------
CELIA A. COLBERT
PV ACQUISITION CORP.
C/O MERCK & CO., INC.
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
WITH A COPY TO:
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
CALCULATION OF FILING FEE
----------------------------------------------------------------------------
Transaction Valuation: * Amount of filing fee:
$226,724,985 $45,345
----------------------------------------------------------------------------
* For purposes of calculating fee only. This amount is based on a
per share offering price of $12.25 for 18,150,000 shares of
common stock and for options to purchase 358,162 options with
strike prices lower than $12.25 that may become exercisable
before or during a subsequent offer period, if any. Pursuant to
the Agreement and Plan of Merger, dated as of May 4, 2000, by and
among ProVantage Health Services, Inc. (the "Company"), Merck &
Co., Inc. and PV Acquisition Corp. (together, the "Bidders"), the
Company represented to the Bidders that, as of such date, it had
18,150,000 shares of common stock issued and outstanding and
873,309 shares of common stock reserved for issuance upon
exercise of outstanding stock options, none of which are
currently exercisable and all of which will become exercisable
before or during a subsequent offer period, if any. The amount of
the filing fee, calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, equals 1/50 of one
percent of the aggregate of the cash offered by the Bidder.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $226,724,985
Form or Registration No.: Schedule TO
Filing Party: Merck & Co., Inc. and PV Acquisition Corp.
Date Filed: May 10, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transactions subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
<PAGE>
SCHEDULE 13D
CUSIP No. 743725-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERCK & CO., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,710,000(1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,710,000(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.5%
14 TYPE OF REPORTING PERSON (See instructions)
CO
(1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV
Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule
13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C.
and PV Acquisition Corp. on May 10, 2000.
<PAGE>
SCHEDULE 13D
CUSIP No. 743725-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERCK-MEDCO MANAGED CARE, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,710,000(1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,710,000(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.5%
14 TYPE OF REPORTING PERSON (See instructions)
OO
(1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV
Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule
13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C.
and PV Acquisition Corp. on May 10, 2000.
<PAGE>
SCHEDULE 13D
CUSIP No. 743725-10-3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PV ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,710,000(1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,710,000(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.5%
14 TYPE OF REPORTING PERSON (See instructions)
CO
(1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV
Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule
13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C.
and PV Acquisition Corp. on May 10, 2000.
<PAGE>
This Amendment No. 2, filed on June 5, 2000 to the Schedules TO
and 13D filed on May 10, 2000, as amended by Amendment No. 1 to those
Schedules, relates to the offer by PV Acquisition Corp., a Delaware
corporation and indirect wholly owned subsidiary of Merck & Co., Inc., a
New Jersey corporation ("Parent"), to purchase all of the outstanding
shares of Common Stock, par value $0.01 per share (the "Shares"), of
ProVantage Health Services, Inc., a Delaware corporation (the "Company"),
at a price of $12.25 per Share, net to the seller in cash and without
interest thereon, on the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 10, 2000 (the "Offer to Purchase"), and
the related Letter of Transmittal, which, together with the Offer to
Purchase, constitutes the "Offer".
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended to add the following information to
Section 16 of the Offer to Purchase:
On or about May 31, 2000, counsel to the Board of Directors of
Parent received a letter from Milberg Weiss Bershad Hynes & Lerach LLP,
counsel to the named plaintiff in the purported class action, addressed to
it and the Boards of Directors of the Company and ShopKo Stores, Inc.
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)(1)(J) hereto and is incorporated herein by
reference. This summary is qualified in its entirety by reference to
Exhibit (a)(1)(J) hereto.
Parent and Offeror believe these assertions are without merit.
ITEM 12. EXHIBITS
Item 12 is hereby amended to add the following exhibit:
(a)(1)(J) -Letter from Milberg Weiss Bershad Hynes & Lerach LLP
dated May 31, 2000.
<PAGE>
SIGNATURES
After due inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
June 5, 2000
MERCK & CO., INC.
By: /s/ Judy C. Lewent
------------------------------------
Name: Judy C. Lewent
Title: Senior Vice President and
Chief Financial Officer
PV ACQUISITION CORP.
By: /s/ Judy C. Lewent
------------------------------------
Name: Judy C. Lewent
Title: President
MERCK-MEDCO MANAGED CARE, L.L.C.
By: /s/ Richard T. Clark
------------------------------------
Name: Richard T. Clark
Title: President
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
-------
(a)(1)(J) -Letter from Milberg Weiss Bershad Hynes & Lerach LLP
dated May 31, 2000.
