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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAMIDA HOLDINGS CORPORATION
(Name of Subject Company)
PAMIDA HOLDINGS CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
697642-10-6
(CUSIP Number of Class of Securities)
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STEVEN S. FISHMAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PAMIDA HOLDINGS CORPORATION
8800 "F" STREET
OMAHA, NEBRASKA 68127
(402) 339-2400
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person filing statement)
WITH COPIES TO:
HOWARD J. KASLOW
ABRAHAMS KASLOW & CASSMAN
8712 WEST DODGE ROAD, SUITE 300
OMAHA, NEBRASKA 68114
AND:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NY 10022
(212) 446-4800
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Pamida Holdings Corporation, a Delaware corporation (the "Company") hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (as amended the "Schedule 14D-9"), originally filed on May 17, 1999
relating to a tender offer by ShopKo Merger Corp. (the "Offeror"), a Delaware
corporation and a wholly owned subsidiary of ShopKo Stores, Inc., a Wisconsin
corporation ("Parent"), as set forth in a Tender Offer Statement on Schedule
14D-1, dated May 17, 1999 and amended as of June 14, 1999, to purchase all of
the issued and outstanding Shares at a price of $11.50 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 17, 1999 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
(a) The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the purchase of Shares pursuant to the
Offer has expired.
(b) On June 14, 1999, Parent announced that the Offeror has extended the
Offer Period. The Offer will now expire at 12:00 midnight, New York City time,
on Friday, July 2, 1999, unless the Offer is further extended. The Offeror
extended the Offer pursuant to Section 1.01(a)(iv) of the Merger Agreement,
which permits the Offeror to extend the Offer if the waiver of an event of
default that arises under the Loan Agreement upon purchase of Shares pursuant
to the Offer has not been obtained. As a result of the extension, the Offeror
is deemed to have irrevocably waived the condition set forth in paragraph (d)
of Annex A to the Merger Agreement, insofar as such paragraph relates to
representations and warranties of the Company, and the condition set forth in
paragraph (e) of Annex A to the Merger Agreement. Although Parent believes
that such waiver will be obtained, it is not a condition to the Offer that
such waiver be obtained, and the Offeror will not have the right to further
extend the Offer because of the failure to obtain such a waiver.
A copy of the press release issued by Parent on June 14, 1999, is filed as
Exhibit 13 to the Schedule 14D-9 and incorporated by reference herein.
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MATERIAL TO BE FILED AS EXHIBITS
The following Exhibit is filed herewith:
Exhibit 1--Press Release issued by Parent on June 14, 1999.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Pamida Holdings Corporation
/s/ Steven S. Fishman
By: _________________________________
Steven S. Fishman
Chairman, President and Chief
Executive Officer
Dated: June 14, 1999
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EXHIBIT (a)(10)
NEWS RELEASE
For further information:
Media - Sheree Olson
(920) 429-4186
Investors - Vicki Shamion
(920) 429-7039
_____________________________________________________________________
SHOPKO ANNOUNCES EXTENSION OF EXPIRATION DATE OF CASH TENDER OFFER FOR SHARES OF
PAMIDA HOLDINGS CORPORATION
GREEN BAY, WISCONSIN (June 14, 1999) -- ShopKo Stores, Inc. (NYSE: SKO) today
announced that its subsidiary has exercised its right under the Agreement and
Plan of Merger between Pamida Holdings Corporation (ASE: PAM), ShopKo and
ShopKo's subsidiary, to extend the expiration date of its $11.50 per share cash
tender offer for all of the outstanding shares of voting common stock of Pamida
to midnight Eastern Daylight Time (EDT) Friday, July 2, 1999.
ShopKo also announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to the purchase of
shares pursuant to the offer, has expired.
ShopKo has been advised by American Stock Transfer & Trust Company, the
depositary for the offer, that as of 5:00 p.m. Eastern Daylight Time (EDT)
Friday, June 11, 1999, approximately 1,860,892 shares of Pamida voting common
stock had been tendered, including shares tendered pursuant to guaranteed
delivery procedures.
ShopKo Stores Inc., a Fortune 500 company headquartered in Green Bay, Wisconsin,
is a leading specialty discount retailer operating 158 stores in 19 states,
primarily in the Midwest, Western Mountain and Pacific Northwest regions. The
company also serves the rapidly growing managed health care industry through its
wholly-owned subsidiary, ProVantage Health Services, Inc. ProVantage is a
leading health benefit management company providing health benefit management
services, pharmacy mail services, vision benefit management services and health
information and clinical support services. For more information about ShopKo or
ProVantage, visit our web site at www.shopko.com.
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