SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 3
SCHULTZ SAV-O STORES, INC.
(Name of Issuer and Person Filing Statement)
Preferred Stock, $100 Par Value Per Share
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
JOHN H. DAHLY
Executive Vice President
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
(414) 457-4433
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person Filing Statement)
______________
With a Copy to:
STEVEN R. BARTH
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
______________
September 11, 1995
(Date Tender Offer First Published, Sent
or Given to Security Holders)
<PAGE>
Item 8 Additional Information
(e) The Offer expired in accordance with its terms at Midnight,
Milwaukee time, on Monday, October 30, 1995. 2,841 shares, representing
94.7% of the outstanding Preferred Stock, were tendered pursuant to the
tender offer. The Company accepted the tendered shares of Preferred Stock
and paid the $142,050 aggregate purchase price for the tendered shares
from its available cash on hand on November 7, 1995.
Item 9 Material to be filed as Exhibits
The following exhibits are filed herewith:
(a)(1) Offer to Purchase, dated September 11, 1995.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to brokers, dealers, and other nominees who are
preferred stockholders, dated September 11, 1995.
(a)(4) Form of letter to clients who are preferred
stockholders for use by brokers, dealers, and other
nominees.
(a)(5) Letter to preferred stockholders from Chairman,
President and Chief Executive Officer, dated September
11, 1995.
(a)(6) Press Release, dated September 11, 1995.
(a)(7) Letter to preferred stockholders from Chairman,
President and Chief Executive Officer, dated October
11, 1995.
(a)(8) Press Release, dated October 11, 1995.
(a)(9) Press Release, dated November 7, 1995.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<PAGE>
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.
Date: November 7, 1995.
SCHULTZ SAV-O STORES, INC.
By /s/ John H. Dahly
John H. Dahly
Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Number Document Description
(a)(1)* Offer to Purchase, dated September 11,
1995.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Letter to brokers, dealers and other
nominees who are preferred stockholders,
dated September 11, 1995.
(a)(4)* Form of letter to clients who are preferred
stockholders for use by brokers, dealers
and other nominees.
(a)(5)* Letter to preferred stockholders from
Chairman, President and Chief Executive
Officer, dated September 11, 1995.
(a)(6)* Press Release, dated September 11, 1995.
(a)(7)* Letter to preferred stockholders from
Chairman, President and Chief Executive
Officer, dated October 11, 1995.
(a)(8)* Press Release, dated October 11, 1995.
(a)(9) Press Release, dated November 7, 1995.
__________________
* Previously filed
CONTACT: JOHN H. DAHLY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
SCHULTZ SAV-O STORES, INC.
(414) 457-4433
FOR IMMEDIATE RELEASE:
SCHULTZ SAV-O STORES COMPLETES SELF-TENDER OFFER
FOR OUTSTANDING SHARES OF ITS PREFERRED STOCK
SHEBOYGAN, WI, NOVEMBER 7, 1995 -- Schultz Sav-O Stores, Inc.
(NASDAQ:SAVO) announced today the completion of its self-tender offer for
all 3,000 outstanding shares of the Company's Preferred Stock at a cash
price of $50 per share. The offer, which commenced on September 11, 1995,
expired at midnight on October 30, 1995. 2,841 shares representing
approximately 94.7% of the outstanding Preferred Stock were tendered and
accepted by the Company pursuant to the Offer. The Company paid the
$142,050 aggregate purchase price for the 2,841 shares from its available
cash on hand. The offer was not for and did not affect the Company's
Common Stock.
Schultz Sav-O Stores, Inc. is engaged in the food distribution
business through franchised and corporate-owned retail supermarkets and as
a distributor to independent food stores. The franchised and corporate-
owned retail supermarkets operate under the name of Piggly Wiggly/R/.
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