-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RewZLEx2yVHMAzVx1QbnnT029GqGpiIMCD9+xycQ6wC+raj9mcWb8xr/5MYPQCqN JSnXFM1Y5Qnc5rtG94Xz0A== 0000897069-95-000148.txt : 19951012 0000897069-95-000148.hdr.sgml : 19951012 ACCESSION NUMBER: 0000897069-95-000148 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951011 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULTZ SAV O STORES INC CENTRAL INDEX KEY: 0000087588 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 390600405 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30505 FILM NUMBER: 95579839 BUSINESS ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 BUSINESS PHONE: 4144574433 MAIL ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULTZ SAV O STORES INC CENTRAL INDEX KEY: 0000087588 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 390600405 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 BUSINESS PHONE: 4144574433 MAIL ADDRESS: STREET 1: 2215 UNION AVE CITY: SHEBOYGAN STATE: WI ZIP: 53081 SC 13E4/A 1 SCHULTZ SAV-O STORES SCH. 13E-4 AMDT. NO. 2 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) 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. 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 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 EX-99.A7 2 LETTER TO PREFERRED STOCKHOLDERS [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 EX-99.A8 3 PRESS RELEASE 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/. # # # -----END PRIVACY-ENHANCED MESSAGE-----