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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PENOBSCOT SHOE COMPANY
(Name of Subject Company)
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RIEDMAN CORPORATION
PSC ACQUISITION CORP.
(Bidders)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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709342
(CUSIP Number of Class of Securities)
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JAMES R. RIEDMAN, PRESIDENT
RIEDMAN CORPORATION
45 EAST AVENUE
ROCHESTER, NY 14604
(716) 232-4424
(Name, Address and Telephone Number of Person authorized to receive
notices and communications on behalf of the Bidder)
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COPY TO:
HARRY P. MESSINA, JR., ESQ.
GORDON E. FORTH, ESQ.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
700 CROSSROADS BUILDING
ROCHESTER, NY 14614
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$16,312,419(1) $3,262.48
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(1) Calculated by multiplying $11.75, the per share cash tender offer price, by
1,388,291, the number of shares of Common Stock outstanding, for purposes of
determining the filing fee only.
[ ] 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: $3,262.48
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This Amendment No. 2 to Schedule 14D-1 amends a joint Tender Offer
Statement filed by Riedman Corporation, a New York corporation (the "Parent"),
and by PSC Acquisition Corp., a Delaware corporation (the "Purchaser"), and an
indirect wholly owned subsidiary of Parent, filed with the Securities and
Exchange Commission on October 12, 1999 and amended by Amendment No. 1 filed
with the Securities and Exchange Commission on November 10, 1999, relating to
purchase all outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of Penobscot Shoe Company, a Maine corporation (the "Company"), at a
purchase price of $11.75 per share net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 12, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments thereto, collectively
constitute the "Offer"), copies of which were attached as Exhibits (a)(1) and
(a)(2), respectively, to the Schedule 14D-1 filed with the Securities and
Exchange Commission on October 12, 1999. The purpose of this Amendment No. 2 is
to amend and supplement Items 10 and 11 of the Schedule 14D-1 as described
below.
This Amendment also constitutes an amendment to the Statement on
Schedule 13D with respect to the beneficial ownership of Shares which has
previously been filed by Parent and Purchaser.
Item 10. Additional Information.
Item 10 of the Statement is hereby amended and supplemented by adding the
following language thereto at the end of the section captioned "Background of
the Offer; Contacts with the Company":
On November 17, 1999, the Purchaser issued a press release announcing
that it has successfully completed the Offer, in that 1,135,265 shares, or
approximately 81.8%, of the Common Stock of the Company were tendered at a
price of $11.75 per share. The full text of the press release is set forth in
Exhibit (a)(10) and is incorporated herein by reference.
Item 11. Material To Be Filed As Exhibits.
(a)(10) Press Release issued by the Purchaser on November 17, 1999
(a)(8) -3
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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: November 23, 1999
Riedman Corporation
By: /s/ James R. Riedman
Name: James R. Riedman
Title: President
PSC ACQUISITION CORP.
By: /s/ James R. Riedman
Name: James R. Riedman
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(10) Press Release issued by the Purchaser on November 17, 1999.
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EXHIBIT 99(a)(10)
PRESS RELEASE
November 17, 1999
FOR IMMEDIATE RELEASE
Riedman Corporation Accepts Tendered Shares
of Penobscot Shoe Company
Rochester, New York, November 17, 1999: Riedman Corporation announced
today that 1,135,265 shares, or approximately 81.8% of the common stock of
Penobscot Shoe Company (Amex: PSO) were tendered at a price of $11.75 per
share, net to the seller in cash, in response to PSC Acquisition Corporation's
tender offer, based on a preliminary count by Boston Equiserve, the depositary.
The tender offer expired by its terms on November 16, 1999 and the shares
tendered will be purchased in accordance with the terms of the offer. Payment
for the tendered shares is scheduled for November 23, 1999.
Riedman Corporation will proceed with those steps necessary to complete
the merger of PSC Acquisition Corporation, its wholly owned subsidiary, with
Penobscot Shoe Company. The merger is expected to be completed on or about
January 17, 2000. Pursuant to the merger, any shares of Penobscot Shoe Company
common stock not tendered and purchased pursuant to the tender offer will be
converted into the right to receive $11.75 per share in cash.
The Information Agent for the Tender Offer is Georgeson Shareholder
Communications. Additional information and copies of the tender offer documents
can be obtained from Georgeson by calling (800) 223-2064.
Riedman Corporation is a privately held company located in Rochester, New
York
Contact:
David L. Keane James R. Riedman
Executive Vice President/ President
Finance and Administration Riedman Corporation
Penobscot Shoe Company 45 East Avenue
450 North Main Street Rochester, NY 14604
Old Town, ME 04468 (716) 232-4424
(207) 827-4431
