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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(Amendment No. 1)
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. 1 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 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. 1 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 10, 1999, the Purchaser issued a press release announcing
that it has extended the period during which the Offer will remain open to 12:00
midnight, EST, on Tuesday, November 16, 1999. Accordingly, the Expiration Date
shall be 12:00 midnight on Tuesday, November 16, 1999 unless the Offer is
further extended. The full text of the press release is set forth in Exhibit
(a)(9) and is incorporated herein by reference.
Item 11. Material To Be Filed As Exhibits.
(a)(9) Press Release issued by the Purchaser on November 10, 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 10, 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)(9) Press Release issued by the Purchaser on November 10, 1999.
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EXHIBIT 99(a)(9)
FOR IMMEDIATE RELEASE
Contact:
PSC ACQUISITION CORP. EXTENDS TENDER OFFER FOR
ALL OUTSTANDING SHARES OF PENOBSCOT SHOE COMPANY
Rochester, New York (November 10, 1999) PSC Acquisition Corp., an
indirect wholly-owned subsidiary of Riedman Corporation, a privately-held
company based in Rochester, New York company, announced today that it has
extended to 12:00 Midnight, Eastern Standard Time on Tuesday, November 16, 1999,
the expiration date of its offer to purchase all of the issued and outstanding
shares of common stock of Penobscot Shoe Company (AMX:"PSO"), for $11.75, net to
the seller in cash. The tender offer was previously scheduled to expire at 12:00
Midnight, Eastern Standard Time, on Tuesday, November 9, 1999.
As of November 9, 1999, the depositary agent for the tender offer
reported that approximately 1,099,629 shares had been tendered, representing
approximately 79.2% of Penonscot Shoe Company's outstanding common stock. The
tender offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn at least 80% of the total issued and
outstanding shares of Penobscot which condition may be waived by mutual
agreement of the parties. After consummation of the tender offer, PSC
Acquisition has agreed to acquire any of the remaining outstanding shares of
Penobscot in a second-step merger at the same price per share paid for shares
tendered.
Georgeson Shareholder Communications Company, Inc. is acting as
information agent for the offer and may be contacted (toll free) at (800)
223-2064.
Contact:
David L. Kline 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
