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. 2
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)
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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.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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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.
Date: October 11, 1995
SCHULTZ SAV-O STORES, INC.
By /s/ John H. Dahly
John H. Dahly
Executive Vice President
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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.
__________________
* Previously filed
[Schultz Sav-O Stores, Inc. Letterhead]
October 11, 1995
DEAR PREFERRED STOCKHOLDER:
We are pleased to inform you that Schultz Sav-O Stores, Inc.
(the "Company") has extended the period of time during which the Company's
$50 per share cash tender offer (the "Offer") for all the outstanding
shares of its Preferred Stock, $100 par value per share (the "Preferred
Stock") may be accepted by holders of the Preferred Stock. The Offer,
originally scheduled to expire today, will now remain open through Monday,
October 30, 1995. As of October 9, 1995, 1,516 shares representing
approximately 50.5% of the Preferred Stock had been tendered.
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED TO, AND WILL NOW EXPIRE
AT, 12:00 MIDNIGHT, MILWAUKEE TIME, ON MONDAY, OCTOBER 30, 1995, UNLESS
THE OFFER IS FURTHER EXTENDED.
The Board of Directors encourages you to carefully consider the
Offer because the Board believes it provides an opportunity to obtain cash
for your shares of Preferred Stock, an opportunity which is normally not
available due to the lack of any active trading market in the Preferred
Stock. Since the Preferred Stock yields a before-tax dividend of only 3%
per year, obtaining cash in return for a tender of Preferred Stock also
creates a potential opportunity for you to reinvest the cash proceeds
received from tendering your shares of Preferred Stock into higher
yielding investments.
Neither the Company nor the Board of Directors is making any
recommendation to Preferred Stockholders as to whether to tender or
refrain from tendering shares of Preferred Stock. No director or
executive officer of the Company owns any shares of Preferred Stock.
You should review the Offer to Purchase dated September 11, 1995
and the Letter of Transmittal included with the Offer materials previously
sent to each preferred stockholder via registered U.S. Mail for a complete
description of the terms and conditions of the Offer and instructions on
how to tender shares of Preferred Stock. Additional copies of the Offer
to Purchase and Letter of Transmittal and assistance in tendering shares
of Preferred Stock can be obtained from John H. Dahly, Executive Vice
President of the Company, at 414/457-4433.
SCHULTZ SAV-O STORES, INC.
/s/ James H. Dickelman
James H. Dickelman
Chairman, President and Chief
Executive Officer
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 EXTENDS SELF-TENDER OFFER
FOR ALL 3,000 OUTSTANDING SHARES OF ITS PREFERRED STOCK
SHEBOYGAN, WI, OCTOBER 11, 1995 -- Schultz Sav-O Stores, Inc.
(NASDAQ:SAVO) announced today the extension 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
and was originally scheduled to expire at midnight tonight, will now
expire at midnight on October 30, 1995, unless further extended. As of
October 9, 1995, 1,516 shares representing approximately 50.5% of the
Outstanding Preferred Stock had been tendered. The offer is not for and
does not affect the Company's Common Stock.
The offer is not contingent upon any minimum number of shares of
Preferred Stock being tendered, but is subject to various terms and
conditions, as described in offering materials previously sent to each
holder of record of the Preferred Stock. The maximum aggregate purchase
price for all 3,000 outstanding shares of Preferred Stock at $50 per share
is $150,000. The Company will use cash on hand to pay for tendered shares
of Preferred Stock. As of July 15, 1995, the Company had cash and short-
term investments of approximately $18.9 million.
None of the Company's directors or executive officers are record or
beneficial owners of any shares of Preferred Stock.
Schultz Sav-O Stores is making no recommendation to preferred
stockholders regarding their participation in the tender offer.
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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