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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO.1
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
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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 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 10. Additional Information.
(c): 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.
(f): On June 14, 1999, Parent announced that the Offeror has extended
the Offer. 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 (a)(10) to the Schedule 14D-1 and incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press release issued by Parent on June 14, 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: June 14, 1999
SHOPKO STORES, INC.
By: /s/ Richard D. Schepp
---------------------------------
Name: Richard D. Schepp
--------------------------------
Title: Senior Vice President, General
Counsel and Secretary
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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)(10) Press Release issued by Parent on 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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