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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO. 2 *
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
______________
PAMIDA HOLDINGS CORPORATION
(Name of Subject Company)
______________
SHOPKO MERGER CORP.
a wholly owned subsidiary of
SHOPKO STORES, INC.
(Bidders)
_______________
Common Stock, par value $0.01 per share
(Title of Class of Securities)
_______________
697642106
(CUSIP Number of Class of Securities)
_______________
Richard D. Schepp, Senior Vice President and General Counsel
ShopKo Stores, Inc.
P.O. Box 19060
Green Bay, Wisconsin 54307
(920) 429-4664
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
Copy to
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Attention: Dennis V. Osimitz
*Constituting the final amendment to Schedules 14D-1 and 13D
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ShopKo Merger Corp., a Delaware corporation (the "Offeror") and a wholly
owned subsidiary of ShopKo Stores, Inc., a Wisconsin corporation (the "Parent"),
and Parent hereby amend and supplement their Tender Offer Statement on Schedule
14D-1 (as amended, the "Schedule 14D-1") and Statement on Schedule 13D,
originally filed on May 17, 1999, with respect to their offer to purchase all
outstanding shares of voting common stock, par value $0.01 per share (the
"Shares"), of Pamida Holdings Corporation, a Delaware corporation (the
"Company"), at a purchase price of $11.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 17, 1999, and in the related Letter of Transmittal,
copies of which have been filed as Exhibits (a)(1) and (a)(2) to the Schedule
14D-1, respectively. Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
At 12:00 Midnight, New York City time, on July 2, 1999, the Offer expired.
On July 6, 1999, the Offeror accepted for payment a total of 5,908,112 Shares
validly tendered pursuant to the Offer and not withdrawn prior to the expiration
of the Offer, including 4,180 Shares tendered pursuant to guaranteed delivery
for which timely delivery of all required documents is necessary. The 5,903,932
Shares accepted for payment by the Offeror represent approximately 98 percent of
the Shares outstanding on July 2, 1999. Pursuant to the terms of the Stockholder
and Purchase Agreement with Venture Partners, immediately after the purchase of
the Shares tendered pursuant to the Offer, Parent or the Offeror will purchase
the Nonvoting Shares at a purchase price of $11.50 per Nonvoting Share. The
press release issued by Parent on July 6, 1999, is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
Item 10. Additional Information.
The press release issued by Parent on July 6, 1999, is attached hereto as
Exhibit (a)(11) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Press release issued by Parent on July 6, 1999.
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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: July 6, 1999
SHOPKO STORES, INC.
By: /s/ Richard D. Schepp
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Name: Richard D. Schepp
---------------------------------------
Title: Senior Vice President, General Counsel
--------------------------------------
and Secretary
SHOPKO MERGER CORP.
By: /s/ Richard D. Schepp
---------------------------------------------
Name: Richard D. Schepp
---------------------------------------
Title: Senior Vice President, General
--------------------------------------
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
No. Exhibit
======= =======
(a)(11) Press release issued by Parent on July 6, 1999.
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EXHIBIT (a)(11)
SHOPKO STORES, INC.
700 PILGRIM WAY
GREEN BAY, WISCONSIN 54304
(920) 429-4664
NEWS RELEASE
For further information:
Media - Sheree Olson
(920) 429-4186
Investors - Vicki Shamion
(920) 429-7039
_____________________________________________________________________
SHOPKO ANNOUNCES COMPLETION OF CASH TENDER OFFER FOR SHARES OF PAMIDA HOLDINGS
CORPORATION
GREEN BAY, WISCONSIN; (July 6, 1999) -- ShopKo Stores, Inc. (NYSE: SKO) today
announced that it has accepted shares tendered pursuant to its tender offer for
all outstanding shares of voting common stock of Pamida Holdings Corporation
(ASE: PAM).
ShopKo has been advised by American Stock Transfer & Trust Company, the
depositary for the offer, that approximately 5,904,045 shares of Pamida voting
common stock (in excess of 97 percent of the outstanding shares of voting common
stock) had been validly tendered and not withdrawn. All conditions to the
closing of the purchase of the shares tendered pursuant to the offer have been
satisfied.
Pursuant to the terms of the agreement with the holder of the 3,050,473 shares
of outstanding non-voting common stock of Pamida, immediately after the purchase
of the shares of voting common stock tendered pursuant to the tender offer,
ShopKo or its subsidiary will purchase non-voting common stock for $11.50 per
share.
"The completion of the tender offer is a win-win for both ShopKo and Pamida,"
said William Podany, ShopKo president and chief executive officer. "ShopKo is
adding a retail format with significant potential for expansion. ShopKo's
financial strength, effective business practices and proven core competencies
will enable Pamida to improve its performance and grow while retaining its
identity."
The tendered shares will be purchased by a ShopKo subsidiary. It is expected
that the subsidiary will be merged into Pamida, with each voting common share of
Pamida not tendered being converted into the right to receive $11.50 in cash.
The merger is expected to be effective this month.
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 the company's web site at www.shopko.com.
