SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 1999
PAMIDA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-57990 47-0626426
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
8800 "F" Street, Omaha, Nebraska 68127
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402)339-2400
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 6, 1999, a change in control of the registrant occurred. The
following information relates to such change of control:
1. Pursuant to a tender offer for all of the outstanding shares of Common
Stock of Pamida Holdings Corporation ("Holdings"), a Delaware
corporation which owns 100% of the outstanding capital stock of the
registrant, provided for in an Agreement and Plan of Merger dated as
of May 10, 1999, by and among ShopKo Stores, Inc. ("ShopKo"), ShopKo
Merger Corp. ("Merger Corp."), and Holdings (the "Merger Agreement"),
which tender offer commenced on May 17, 1999, Merger Corp., a wholly
owned subsidiary of ShopKo, on July 6, 1999, purchased approximately
98% of the outstanding shares of Common Stock of Holdings from various
holders of such shares for a cash purchase price of $11.50 per share.
On July 6, 1999, Merger Corp. also purchased from 399 Venture
Partners, Inc., pursuant to a Stockholder and Purchase Agreement dated
as of May 10, 1999, 3,050,473 shares of Nonvoting Common Stock of
Holdings for a cash purchase price of $11.50 per share (100% of the
outstanding shares of Nonvoting Common Stock).
2. The name of the person who acquired control of the registrant is
ShopKo Stores, Inc.
3. The aggregate amount of the consideration paid by Merger Corp. for
such shares of Common Stock of Holdings was approximately $67,950,000.
The source of such consideration was cash provided by ShopKo from its
funds on hand.
4. On July 9, 1999, Merger Corp. merged with and into Holdings (the
"Merger"), with Holdings being the surviving corporation in the
Merger. The registrant continues to be a wholly owned subsidiary of
Holdings. As a result of the Merger, ShopKo now owns 100% of the
outstanding capital stock of Holdings.
5. The basis for control of the registrant by ShopKo is ShopKo's
ownership of 100% of the outstanding shares of Common Stock of
Holdings as a result of the tender offer and the Merger. The Common
Stock of Holdings is the only voting security of Holdings which is
outstanding. Holdings owns 100% of the outstanding capital stock of
the registrant.
6. Prior to the purchase of shares of Common Stock of Holdings by Merger
Corp. described above, the shares of Common Stock of Holdings were
listed and traded on the American Stock Exchange. To the best
knowledge of the registrant, prior to such purchase by Merger Corp. no
stockholder of Holdings owned more than approximately 15.1% of the
outstanding shares of Common Stock of Holdings, and Holdings was
controlled by its board of directors. As a wholly owned subsidiary of
Holdings, the registrant was indirectly controlled by the board of
directors of Holdings.
7. Pursuant to the Merger Agreement, as a result of the Merger, designees
of ShopKo now compose the Board of Directors of Holdings. As the sole
stockholder of the registrant, Holdings controls the selection of the
directors of the registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(1) 2.1 Agreement and Plan of Merger dated as of May 10, 1999,
by and among ShopKo Stores, Inc., ShopKo Merger Corp.,
and Pamida Holdings Corporation.
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(1) Filed as an exhibit to the Schedule 14D-9 filed by Pamida Holdings
Corporation on May 17, 1999, with respect to the transactions described in
this Form 8-K and incorporated herein by this reference.
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.
Date: July 9, 1999.
PAMIDA, INC.
By: \s\George R. Mihalko
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George R. Mihalko, Senior
Vice President and Chief
Chief Financial Officer
Pamida, INC.
Form 8-K
Exhibit Index
(1) 2.1 Agreement and Plan of Merger dated as of May 10, 1999, by
and among ShopKo Stores, Inc., ShopKo Merger Corp., and
Pamida Holdings Corporation.
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(1) Filed as an exhibit to the Schedule 14D-9 filed by Pamida Holdings
Corporation on May 17, 1999, with respect to the transactions described in
this Form 8-K and incorporated herein by this reference.
