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): November 18,1997
PAMIDA HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10619 47-0696125
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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 5. OTHER EVENTS.
On November 18, 1997, the previously announced proposals of the registrant
to pay all of its outstanding promissory notes with shares of common stock and
to change and reclassify all of its outstanding preferred stock into common
stock became effective.
The registrant will issue approximately 965,000 shares of Common Stock and
approximately 3,050,000 shares of Nonvoting Common Stock in connection with such
transactions. The Nonvoting Common Stock will be issued entirely to an affiliate
of Citicorp and is convertible into shares of Common Stock on a share-for-share
basis upon the conditions set forth in an amendment of the registrant's
Certificate of Incorporation which is filed as Exhibit 3.4 to this Current
Report.
The aggregate principal amount of and accrued interest on the registrant's
promissory notes being paid with common stock is approximately $33,175,000. The
aggregate redemption value of and accrued dividends on the registrant's
preferred stock which was reclassified as common stock was approximately
$2,968,000. For purposes of determining the number of shares being issued in
connection with such transactions, the registrant's Common Stock and Nonvoting
Common Stock is being valued at $9.00 per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(1)3.1 Restated Certificate of Incorporation of Pamida
Holdings Corporation, as amended
(1)3.2 Certificate of Amendment of Certificate of
Incorporation of Pamida Holdings Corporation filed
on August 7, 1990 (amends Exhibit 3.1)
(2)3.3 Certificate of Amendment of Certificate of
Incorporation of Pamida Holdings Corporation filed
on May 31, 1994 (amends Exhibit 3.1)
3.4 Certificate of Amendment of Certificate of
Incorporation of Pamida Holdings Corporation filed
on November 18, 1997 (amends Exhibit 3.1)
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(1) Previously filed as an exhibit to Registration Statement of Pamida Holdings
Corporation on Form S-1 (Registration No. 33-35324) and incorporated herein
by this reference.
(2) Previously filed as an exhibit to Form 10-Q Quarterly Report of Pamida
Holdings Corporation for the period ended July 31, 1994, 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: November 24, 1997.
PAMIDA HOLDINGS CORPORATION
By: /S/ STEVEN S. FISHMAN
Steven S. Fishman, Chairman
of the Board and Chief
Executive Officer
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PAMIDA HOLDINGS CORPORATION
Adopted in Accordance with the Provisions
of Section 242 of the General Corporation Law
of the State of Delaware
PAMIDA HOLDINGS CORPORATION (the "Corporation"), a corporation organized
and existing under the laws of the State of Delaware, does hereby certify that:
FIRST: The name of the Corporation is Pamida Holdings Corporation.
SECOND: The Board of Directors of the Corporation duly adopted a resolution
proposing and declaring the advisability of amendments to ARTICLE FOURTH of the
Restated Certificate of Incorporation, as previously amended, of the Corporation
so that such ARTICLE FOURTH shall read in its entirety as follows:
"ARTICLE FOURTH
4.1 GENERAL
The total number of shares of stock which the Corporation
has authority to issue is 29,002,141 consisting of:
(i) 514 shares of 16.25% Senior Cumulative
Preferred Stock, par value $1.00 per share
(the "Senior Preferred");
(ii) 1,627 shares of 14.25% Junior Cumulative
Preferred Stock, par value $1.00 per share
(the "Junior Preferred");
(iii)25,000,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"); and
(iv) 4,000,000 shares of Nonvoting Common Stock, par
value $.01 per share (the "Nonvoting Common
Stock").
4.2 RECLASSIFICATION OF PREFERRED STOCK
Upon the effectiveness of this Certificate of Amendment of
the Restated Certificate of Incorporation of the Corporation (the
"Effective Date"), each outstanding share of Senior Preferred and
each outstanding share of Junior Preferred shall be changed and
reclassified, without any other action being required on the part
of the respective holders thereof, into the number of shares of
Common Stock of the Corporation calculated as follows: The
number of shares of Common Stock to be issued for the outstanding
shares of Senior Preferred and Junior Preferred held by each
holder thereof shall be equal to the Liquidation Value of such
holder's shares of Senior Preferred and Junior Preferred divided
by nine (9) and rounded up to the next whole number. The
"Liquidation Value" of each share of Senior Preferred or Junior
Preferred shall mean the Liquidation Value as determined pursuant
to the terms of Section 4.2 of Article Fourth of the Restated
Certificate of Incorporation of the Corporation as in effect
immediately prior to the Effective Date plus any unpaid dividends
not included in the Liquidation Value accrued from the most
recent Dividend Reference Date (as such term is defined in the
Restated Certificate of Incorporation of the Corporation as in
effect immediately prior to the Effective Date) to the close of
business on the Effective Date.
At and after the Effective Date, holders of shares of
Senior Preferred and Junior Preferred, upon surrender of a
certificate or certificates for such shares to the Corporation,
shall be entitled to receive in replacement thereof a certificate
representing the number of shares of Common Stock of the
Corporation into which the aggregate number of shares of Senior
Preferred or Junior Preferred represented by the certificate or
certificates so surrendered shall have been changed and
reclassified pursuant to the preceding paragraph of this Section
4.2. From and after the Effective Date, until surrendered and
replaced in accordance with this paragraph, each such certificate
representing shares of Senior Preferred or Junior Preferred shall
be deemed for all corporate purposes to represent the number of
shares of Common Stock of the Corporation into which such shares
of Senior Preferred or Junior Preferred shall have been changed
and reclassified pursuant to the preceding paragraph of this
Section 4.2; provided, however, that the rights of the holders of
such certificates representing shares of Senior Preferred or
Junior Preferred (i) to vote and (ii) to receive dividends and
distributions, if any, payable to holders of Common Stock of the
Corporation shall be governed by the following provisions of this
paragraph. After the Effective Date, no holder of shares of
Senior Preferred or Junior Preferred shall have the right to vote
on any matter submitted to a vote of the holders of Common Stock
of the Corporation until the Corporation, in accordance with the
provisions of this paragraph, has issued to such holder a
certificate for the shares of Common Stock of the Corporation
into which such shares of Senior Preferred or Junior Preferred
shall have been changed and reclassified pursuant to the
preceding paragraph of this Section 4.2. Unless and until the
certificate or certificates representing shares of Senior
Preferred or Junior Preferred have been surrendered to the
Corporation as contemplated in this paragraph, no dividends or
other distributions payable to holders of Common Stock of the
Corporation as of a record date at or after the Effective Date
shall be paid to any holder of such certificate or certificates.
Subject to the effect of unclaimed property, escheat, and other
applicable laws, after the surrender of any such certificate for
shares of Senior Preferred or Junior Preferred, there shall be
paid to the record holder of the shares of Common Stock of the
Corporation issued in replacement of such certificate, without
interest, (i) the amount of dividends or other distributions with
a record date at or after the Effective Date but prior to such
surrender theretofore paid with respect to such shares of Common
Stock of the Corporation and (ii) on the appropriate payment
date, the amount of dividends or other distributions with a
record date at or after the Effective Date but prior to such
surrender and a payment date subsequent to such surrender payable
with respect to such shares of Common Stock of the Corporation.
From and after the Effective Date, the stock transfer books of
the Corporation with respect to the Senior Preferred and the
Junior Preferred shall be closed, and no transfer of any of such
shares thereafter shall be made. If, after the Effective Date,
certificates for shares of Senior Preferred or Junior Preferred
are presented to the Corporation for transfer, then such
certificates shall be cancelled and replaced by certificates
issued in the name of the transferee representing the appropriate
number of shares of Common Stock of the Corporation as provided
in this paragraph.
4.3 COMMON STOCK AND NONVOTING COMMON STOCK
Except as otherwise provided in this Section 4.3 or as
otherwise required by applicable law, all shares of Common Stock
and Nonvoting Common Stock shall be identical in all respects and
shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations, and
restrictions.
Part 1. Voting Rights.
Except as otherwise provided in this Section 4.3 or in
ARTICLE ELEVENTH or as otherwise required by applicable law, the
holders of Common Stock shall be entitled to one vote per share
on all matters to be voted on by the Corporation's stockholders,
and the holders of Nonvoting Common Stock shall have no right to
vote on any matters to be voted on by the Corporation's
stockholders; provided, that the holders of Nonvoting Common
Stock shall have the right to vote as a separate class on any
merger or consolidation of the Corporation with or into another
entity or entities, or any recapitalization or reorganization, in
which shares of Nonvoting Common Stock would receive or be
exchanged for consideration different on a per share basis from
the consideration received with respect to or in exchange for
shares of Common Stock or would otherwise be treated differently
from shares of Common Stock, except that shares of Nonvoting
Common Stock may, without such a separate class vote, receive or
be exchanged for non-voting securities which are otherwise
identical on a per share basis in amount and form to the voting
securities received with respect to or in exchange for the Common
Stock so long as (i) such non-voting securities are convertible
into voting securities on the same terms as Nonvoting Common
Stock is convertible into Common Stock under Part 4 of this
Section 4.3 and (ii) all other consideration is equal on a per
share basis.
Part 2. Dividends
As and when dividends are declared or paid thereon, whether
in cash, property, or securities of the Corporation, the holders
of Common Stock and the holders of Nonvoting Common Stock shall
be entitled to participate in such dividends ratably on a per
share basis; provided, that (i) if dividends are declared which
are payable in shares of Common Stock or Nonvoting Common Stock,
then dividends shall be declared which are payable at the same
rate on both classes of stock, the dividends payable in shares of
Common Stock shall be payable to holders of Common Stock, and the
dividends payable in shares of Nonvoting Common Stock shall be
payable to holders of Nonvoting Common Stock and (ii) if the
dividends consist of other voting securities of the Corporation,
the Corporation shall make available to each holder of Nonvoting
Common Stock, at such holder's request, dividends consisting of
non-voting securities of the Corporation which are otherwise
identical to such voting securities and which are convertible
into or exchangeable for such voting securities on the same terms
as Nonvoting Common Stock is convertible into Common Stock under
Part 4 of this Section 4.3.
Part 3. Liquidation.
Except as otherwise provided by applicable law or by the
Restated Certificate of Incorporation of the Corporation or any
amendments thereto, in the event of any liquidation, dissolution,
or winding up of the Corporation, whether voluntary or
involuntary, the holders of Common Stock and the holders of
Nonvoting Common Stock shall be entitled to share, ratably
according to the number of shares of Common Stock and Nonvoting
Common Stock held by them, in all remaining assets of the
Corporation available for distribution to its stockholders.
Part 4. Conversion.
4A. CONVERSION OF NONVOTING COMMON STOCK.
Each holder of shares of Nonvoting Common Stock shall be
entitled to convert into the same number of shares of Common
Stock any or all of such holder's shares of Nonvoting Common
Stock if (i) such conversion would not have the effect of causing
such holder (or a group acting in concert as a partnership or
other group of which such holder is a member) to become the
beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of securities of the
Corporation representing 30% or more of the combined voting power
of the outstanding securities of the Corporation ordinarily (and
apart from rights arising under special circumstances) having the
right to vote in the election of directors (hereinafter, a "30%
Holder"); provided, however, that, notwithstanding the foregoing
provisions of this clause (i), if immediately prior to a transfer
of shares of Nonvoting Common Stock to a transferee holder, the
transferor of such shares would have been a 30% Holder if its
holdings of Nonvoting Common Stock were deemed converted into
shares of Common Stock, then the transferee holder of such shares
of Nonvoting Common Stock shall not have the right to convert
such shares of Nonvoting Common Stock into shares of Common Stock
until the sixty-first day after the date of the transfer, or (ii)
the 11 3/4% Senior Subordinated Notes due 2003 of Pamida, Inc., a
Delaware corporation (the "Senior Subordinated Notes") are not
outstanding and have not been replaced with a debt issue with
comparable provisions requiring redemption or otherwise imposing
requirements or restrictions on the Corporation or the issuer of
such replacement debt issue in the event a person or group
becomes a 30% Holder. For purposes of this Part 4, a "person"
shall include any natural person and any corporation,
partnership, joint venture, trust, unincorporated organization,
or other entity or organization.
4B. CONVERSION PROCEDURE.
(i) Each conversion of shares of Nonvoting Common Stock
into shares of Common Stock pursuant to Part 4A above shall be
effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office
of the Corporation at any time during normal business hours,
together with a written notice by the holder of such shares of
Nonvoting Common Stock stating that such holder desires to
convert the shares, or a stated number of the shares, of
Nonvoting Common Stock represented by such certificate or
certificates into shares of Common Stock. Each conversion shall
be deemed to have been effected as of the close of business on
the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time
the rights of the holder of the converted shares of Nonvoting
Common Stock as such holder shall cease and the person or persons
in whose name or names the certificate or certificates for shares
of Common Stock are to be issued upon such conversion shall be
deemed to have become the holder or holders of record of the
shares of Common Stock represented thereby.
(ii) Promptly after the surrender of such certificates and
the receipt of such written notice, the Corporation shall issue
and deliver in accordance with the surrendering holder's
instructions (a) the certificate or certificates for the shares
of Common Stock issuable upon such conversion and (b) a
certificate representing any shares of Nonvoting Common Stock
which were represented by the certificate or certificates
surrendered to the Corporation in connection with such conversion
but which were not converted.
(iii)The issuance of certificates for shares of Common
Stock upon conversion of shares of Nonvoting Common Stock will be
made without charge to the holders of such shares for any
issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related
issuance of shares of Common Stock.
(iv) The Corporation at all times shall reserve and keep
available out of its authorized but unissued shares of Common
Stock, solely for the purpose of issuance upon the conversion of
shares of Nonvoting Common Stock, such number of shares of Common
Stock as may be issuable upon the conversion of all outstanding
shares of Nonvoting Common Stock. All shares of Common Stock
which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable, and free from all taxes,
liens, and charges. The Corporation shall take all such actions
as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic
securities exchange upon which shares of Common Stock may be
listed (except for official notice of issuance which will be
immediately transmitted by the Corporation upon issuance).
(v) The Corporation shall not close its books against the
transfer of shares of Nonvoting Common Stock or shares of Common
Stock issued or issuable upon conversion of shares of Nonvoting
Common Stock in any manner which would interfere with the timely
conversion of shares of Nonvoting Common Stock.
(vi) If the Corporation in any manner subdivides or
combines the outstanding shares of Common Stock or Nonvoting
Common Stock, then the outstanding shares of the other of such
classes of stock shall be proportionately subdivided or combined
in a similar manner.
Part 5. AMENDMENT AND WAIVER.
No amendment or waiver of any provision of this Section 4.3
shall be effective without the prior approval of the holders of a
majority of the then outstanding shares of Nonvoting Common Stock
voting as a separate class."
FOURTH: A majority of the outstanding stock entitled to vote on such
amendments and a majority of the outstanding stock of each class entitled to
vote on such amendments as a class have been voted in favor of such amendments.
Holders of a majority of the outstanding shares of Preferred Stock of the
Corporation have consented in writing to the foregoing amendment of Section 4.2
of ARTICLE FOURTH, and written notice thereof has been given, in accordance with
Section 228 of the General Corporation Law of the State of Delaware. Holders of
a majority of the outstanding shares of Common Stock of the Corporation voted in
favor of the foregoing amendments at a special meeting of stockholders duly
called and held in accordance with the General Corporation Law of the State of
Delaware.
FIFTH: The foregoing amendments have been duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Chairman of the Board and Chief Executive Officer, its authorized
officer, on this 14th day of November, 1997.
PAMIDA HOLDINGS CORPORATION, a Delaware
Corporation
By: /S/ STEVEN S. FISHMAN
Steven S. Fishman,
Chairman of the Board and
Chief Executive Officer
