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): May 10, 1999
PAMIDA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10619 47-0696125
- ---------------------------- ----------- --------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
8800 "F" Street, Omaha, Nebraska 68127
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 339-2400
Item 5. OTHER EVENTS.
On May 10, 1999, the registrant entered into an Agreement and Plan of
Merger (the "Agreement") with ShopKo Stores, Inc. ("ShopKo") and a wholly owned
subsidiary of ShopKo (the "Merger Sub") pursuant to which the Merger Sub on May
17, 1999, began a tender offer for all of the outstanding shares of Common Stock
of the registrant at a price of $11.50 in cash net to the seller (the "Offer").
Following the completion of the Offer, the Merger Sub will be merged into the
registrant, all remaining outstanding shares of Common Stock and Nonvoting
Common Stock of the registrant (other than shares owned by the registrant,
ShopKo, the Merger Sub, and any of their direct or indirect wholly owned
subsidiaries, which will be canceled) will be converted into the right to
receive $11.50 per share, and the registrant will become a wholly owned
subsidiary of ShopKo.
The Board of Directors of the registrant, in approving the Agreement,
determined that the Agreement and the transactions contemplated thereby are fair
to and in the best interests of the stockholders of the registrant, declared the
Agreement and the transactions contemplated thereby to be advisable and in the
best interests of the stockholders of the registrant, and recommended that the
holders of shares of Common Stock of the registrant accept the Offer and that
the stockholders of the registrant approve and adopt the Agreement and the
transactions contemplated thereby.
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
- ----------------
(1) Filed as an exhibit to the Schedule 14D-9 filed by the registrant
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: May 18, 1999.
PAMIDA HOLDINGS CORPORATION
By: /s/ Steven S. Fishman
---------------------
Steven S. Fishman, Chairman
of the Board and Chief
Executive Officer
Pamida Holdings Corporation
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
- ----------------
(1) Filed as an exhibit to the Schedule 14D-9 filed by the registrant
on May 17, 1999, with respect to the transactions described in
this Form 8-K and incorporated herein by this reference.
