United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
ProVantage Health Services, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
743725103
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(CUSIP Number)
July 19, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
Schedule 13G
CUSIP No. 743725103
1. NAME OF REPORTING PERSON.
ShopKo Stores, Inc., on behalf of its wholly-
owned subsidiary ShopKo Holdings, Inc., a
Delaware corporation
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
41-0985054
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
11,710,000
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
11,710,000
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
11,710,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
64.5%
12 TYPE OF REPORTING PERSON.
CO
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Schedule 13G
CUSIP No. 743725103
ITEM 1(a). NAME OF ISSUER
ProVantage Health Services, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
N19 W24130 Riverwood Drive
Waukesha, Wisconsin 53188
ITEM 2(a). NAME OF PERSON FILING
ShopKo Stores, Inc., on behalf of its wholly-owned
subsidiary ShopKo Holdings, Inc., a Delaware
corporation
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
700 Pilgrim Way
Green Bay, Wisconsin 54304
ITEM 2(c). PLACE OF ORGANIZATION
Wisconsin
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER
743725103
ITEM 3.
N/A
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 11,710,000
(b) Percent of Class: 64.5%
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 11,710,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 11,710,000
(iv) shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
ShopKo Holdings, Inc., a Delaware corporation
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION
N/A
After reasonable 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 as of the 14th day of February, 2000.
SHOPKO STORES, INC.
/s/ Richard D. Schepp
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(Signature)
Richard D. Schepp
Senior Vice President, General
Counsel and Secretary
